Edgar Filing: XTENT INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â LATTERELL VENTURE PARTNERS LP

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2007

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

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER SUITE 4050

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

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

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

(Street)

SAN FRANCISCO,Â CAÂ 94111

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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	225,000	$ 0 ⁽¹⁾	D ⁽³⁾	Â
Series B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	119,681	$ 0 ⁽¹⁾	D ⁽³⁾	Â
Series C Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	166,051	$ 0 ⁽¹⁾	D ⁽³⁾	Â
Series D Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽²⁾	Common Stock	75,842	$ 0 ⁽¹⁾	D ⁽³⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LATTERELL VENTURE PARTNERS LP ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
Latterell Capital Management LLC ONE EMBARCADERO CENTER SUITE 4050 SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â

Signatures

/s/ Patrick F. Latterell, Managing Member		01/31/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	The reported securities are convertible at any time at the option of Latterell Venture Partners, L.P., but automatically convert into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering, estimated to be on or about February 6, 2007.
(2)	Not applicable.
(3)	The reported securities are owned directly by Latterell Venture Partners, L.P. and indirectly by Latterell Capital Management, L.L.C., as general partner of Latterell Venture Partners, L.P. Latterell Capital Management, L.L.C. disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.
Â Remarks: TheÂ DateÂ ofÂ EventÂ isÂ basedÂ uponÂ theÂ dateÂ ofÂ effectivenessÂ ofÂ theÂ Issuer'sÂ RegistrationÂ StatementÂ onÂ FormÂ S-1Â filedÂ inÂ connectionÂ withÂ theÂ Issuer'sÂ initialÂ publicÂ offering,Â estimatedÂ toÂ beÂ onÂ orÂ aboutÂ JanuaryÂ 31,Â 2007.Â Â Â SeeÂ ExhibitÂ 99Â -Â JointÂ FilerÂ Information.

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