13G Filing: Flynn James E and Xenoport Inc (XNPT)

CUSIP No.

98411C100

13G

Page 7 of 9 Pages

(j)

o

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)			Amount beneficially owned**:

			Deerfield Mgmt, L.P. – 6,667,391 shares Deerfield Management Company, L.P. – 6,667,391 shares Deerfield Special Situations Fund, L.P. – 6,667,391 shares James E. Flynn – 6,667,391 shares

(b)			Percent of class**:

			Deerfield Mgmt, L.P. – 10.55% Deerfield Management Company, L.P. – 10.55% Deerfield Special Situations Fund, L.P. – 10.55% James E. Flynn – 10.55%

(c)	Number of shares as to which such person has**:

	(i)	Sole power to vote or to direct the vote	All Reporting Persons – 0

	(ii)	Shared power to vote or to direct the vote	Deerfield Mgmt, L.P. – 6,667,391 Deerfield Management Company, L.P. – 6,667,391 Deerfield Special Situations Fund, L.P. – 6,667,391 James E. Flynn – 6,667,391

Page 7 of 14 SEC Filing