Edgar Filing: XTENT INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LATTERELL PATRICK F

2. Issuer Name and Ticker or Trading Symbol
XTENT INC [XTNT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O LATTERELL VENTURE PARTNERS, ONE EMBARCADERO CENTER SUITE 4050

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2007

(Street)

SAN FRANCISCO, CA 94111

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/06/2007		C		586,574	A	⁽¹⁾	586,574	I ⁽²⁾	By Latterell Venture Partners, L.P.
Common Stock	02/06/2007		C		2,020,425	A	⁽¹⁾	2,020,425	I ⁽³⁾	By Latterell Venture Partners II, L.P.
Common Stock	02/06/2007		C		196,458	A	⁽¹⁾	196,458	I ⁽⁴⁾	By Latterell Venture Partners III, L.P.
Common Stock	02/06/2007		C		9,822	A	⁽¹⁾	9,822	I ⁽⁴⁾	By LVP III Associates, L.P.
Common Stock	02/06/2007		C		4,911	A	⁽¹⁾	4,911	I ⁽⁴⁾	By LVP III Partners, L.P.
Common Stock								10,000	I ⁽⁵⁾	By Latterell Management Company, L.L.C.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock

⁽⁶⁾

02/06/2007

225,000

⁽⁶⁾

⁽¹⁾

Common Stock

225,000

⁽¹⁾

I ⁽²⁾

By Latterell Venture Partners, L.P.

Series B Convertible Preferred Stock

⁽⁶⁾

02/06/2007

119,681

⁽⁶⁾

⁽¹⁾

Common Stock

119,681

⁽¹⁾

I ⁽²⁾

By Latterell Venture Partners, L.P.

Series C Convertible Preferred Stock

⁽⁶⁾

02/06/2007

166,051

⁽⁶⁾

⁽¹⁾

Common Stock

166,051

⁽¹⁾

I ⁽²⁾

By Latterell Venture Partners, L.P.

Series D Convertible Preferred Stock

⁽⁶⁾

02/06/2007

75,842

⁽⁶⁾

⁽¹⁾

Common Stock

75,842

⁽¹⁾

I ⁽²⁾

By Latterell Venture Partners, L.P.

Series A Convertible Preferred Stock

⁽⁶⁾

02/06/2007

775,000

⁽⁶⁾

⁽¹⁾

Common Stock

775,000

⁽¹⁾

I ⁽³⁾

By Latterell Venture Partners II, L.P.

Series B Convertible Preferred Stock

⁽⁶⁾

02/06/2007

412,234

⁽⁶⁾

⁽¹⁾

Common Stock

412,234

⁽¹⁾

I ⁽³⁾

By Latterell Venture Partners II, L.P.

Series C Convertible Preferred Stock

⁽⁶⁾

02/06/2007

571,955

⁽⁶⁾

⁽¹⁾

Common Stock

571,955

⁽¹⁾

I ⁽³⁾

By Latterell Venture Partners II, L.P.

Series D Convertible Preferred Stock

⁽⁶⁾

02/06/2007

261,236

⁽⁶⁾

⁽¹⁾

Common Stock

261,236

⁽¹⁾

I ⁽³⁾

By Latterell Venture Partners II, L.P.

Series D Convertible Preferred Stock

⁽⁶⁾

02/06/2007

196,458

⁽⁶⁾

⁽¹⁾

Common Stock

196,458

⁽¹⁾

I ⁽⁴⁾

By Latterell Venture Partners III, L.P.

Series D Convertible Preferred Stock

⁽⁶⁾

02/06/2007

9,822

⁽⁶⁾

⁽¹⁾

Common Stock

9,822

⁽¹⁾

I ⁽⁴⁾

By LVP III Associates, L.P.

Series D Convertible Preferred Stock

⁽⁶⁾

02/06/2007

4,911

⁽⁶⁾

⁽¹⁾

Common Stock

4,911

⁽¹⁾

I ⁽⁴⁾

By LVP III Partners, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LATTERELL PATRICK F C/O LATTERELL VENTURE PARTNERS ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO, CA 94111	X

Signatures

/s/ Patrick F. Latterell		02/06/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Not applicable.
(2)	Mr. Latterell is a managing member of Latterell Capital Management, L.L.C., the general partner of Latterell Venture Partners, L.P. Mr. Latterell disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3)	Mr. Latterell is a managing member of Latterell Capital Management II, L.L.C., the general partner of Latterell Venture Partners II, L.P. Mr. Latterell disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)	Mr. Latterell is a managing member of Latterell Capital Management III, L.L.C., the general partner of Latterell Venture Partners III, L.P., LVP III Associates, L.P. and LVP III Partners, L.P. Mr. Latterell disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(5)	Mr. Latterell is a managing member of Latterell Management Company, L.L.C. Mr. Latterell disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(6)	The reported securities automatically converted into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering on February 6, 2007.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.