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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ADVANCED TECHNOLOGY VENTURES VII LP

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

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

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

(Last)

(First)

(Middle)

1000 WINTER STREET, SUITE 3700

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

(Street)

WALTHAM, MA 02451

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

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 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		2,409,589	A	⁽¹⁾	2,409,589	I ⁽²⁾	By Advanced Technology Ventures VII, L.P
Common Stock	02/06/2007		C		96,694	A	⁽¹⁾	96,694	I ⁽³⁾	By Advanced Technology Ventures VII (B), L.P.
Common Stock	02/06/2007		C		46,477	A	⁽¹⁾	46,477	I ⁽⁴⁾	By Advanced Technology Ventures VII (C), L.P.
Common Stock	02/06/2007		C		14,359	A	⁽¹⁾	14,359	I ⁽⁵⁾	By ATV Entrepreneurs VII, L.P.
Common Stock	02/06/2007		C		402,776	A	⁽¹⁾	402,776	I ⁽⁶⁾	By Advanced Technology Ventures VI, L.P.
Common Stock	02/06/2007		C		25,708	A	⁽¹⁾	25,708	I ⁽⁷⁾	By ATV Entrepreneurs VI, L.P.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 B Convertible Preferred Stock

⁽⁸⁾

02/06/2007

1,012,820

⁽⁸⁾

⁽¹⁾

Common Stock

1,012,820

⁽¹⁾

I ⁽²⁾

By Advanced Technology Ventures VII, L.P.

Series C Convertible Preferred Stock

⁽⁸⁾

02/06/2007

927,748

⁽⁸⁾

⁽¹⁾

Common Stock

927,748

⁽¹⁾

I ⁽²⁾

By Advanced Technology Ventures VII, L.P.

Series D Convertible Preferred Stock

⁽⁸⁾

02/06/2007

469,021

⁽⁸⁾

⁽¹⁾

Common Stock

469,021

⁽¹⁾

I ⁽²⁾

By Advanced Technology Ventures VII, L.P.

Series B Convertible Preferred Stock

⁽⁸⁾

02/06/2007

40,644

⁽⁸⁾

⁽¹⁾

Common Stock

40,644

⁽¹⁾

I ⁽³⁾

By Advanced Technology Ventures VII (B), L.P.

Series C Convertible Preferred Stock

⁽⁸⁾

02/06/2007

37,229

⁽⁸⁾

⁽¹⁾

Common Stock

37,229

⁽¹⁾

I ⁽³⁾

By Advanced Technology Ventures VII (B), L.P.

Series D Convertible Preferred Stock

⁽⁸⁾

02/06/2007

18,821

⁽⁸⁾

⁽¹⁾

Common Stock

18,821

⁽¹⁾

I ⁽³⁾

By Advanced Technology Ventures VII (B), L.P.

Series B Convertible Preferred Stock

⁽⁸⁾

02/06/2007

19,536

⁽⁸⁾

⁽¹⁾

Common Stock

19,536

⁽¹⁾

I ⁽⁴⁾

By Advanced Technology Ventures VII (C), L.P.

Series C Convertible Preferred Stock

⁽⁸⁾

02/06/2007

17,895

⁽⁸⁾

⁽¹⁾

Common Stock

17,895

⁽¹⁾

I ⁽⁴⁾

By Advanced Technology Ventures VII (C), L.P.

Series D Convertible Preferred Stock

⁽⁸⁾

02/06/2007

9,046

⁽⁸⁾

⁽¹⁾

Common Stock

9,046

⁽¹⁾

I ⁽⁴⁾

By Advanced Technology Ventures VII (C), L.P.

Series B Convertible Preferred Stock

⁽⁸⁾

02/06/2007

6,036

⁽⁸⁾

⁽¹⁾

Common Stock

6,036

⁽¹⁾

I ⁽⁵⁾

By ATV Entrepreneurs VII, L.P.

Series C Convertible Preferred Stock

⁽⁸⁾

02/06/2007

5,529

⁽⁸⁾

⁽¹⁾

Common Stock

5,529

⁽¹⁾

I ⁽⁵⁾

By ATV Entrepreneurs VII, L.P.

Series D Convertible Preferred Stock

⁽⁸⁾

02/06/2007

2,794

⁽⁸⁾

⁽¹⁾

Common Stock

2,794

⁽¹⁾

I ⁽⁵⁾

By ATV Entrepreneurs VII, L.P.

Series B Convertible Preferred Stock

⁽⁸⁾

02/06/2007

169,643

⁽⁸⁾

⁽¹⁾

Common Stock

169,643

⁽¹⁾

I ⁽⁶⁾

By Advanced Technology Ventures VI, L.P.

Series C Convertible Preferred Stock

⁽⁸⁾

02/06/2007

154,849

⁽⁸⁾

⁽¹⁾

Common Stock

154,849

⁽¹⁾

I ⁽⁶⁾

By Advanced Technology Ventures VI, L.P.

Series D Convertible Preferred Stock

⁽⁸⁾

02/06/2007

78,284

⁽⁸⁾

⁽¹⁾

Common Stock

78,284

⁽¹⁾

I ⁽⁶⁾

By Advanced Technology Ventures VI, L.P.

Series B Convertible Preferred Stock

⁽⁸⁾

02/06/2007

10,828

⁽⁸⁾

⁽¹⁾

Common Stock

10,828

⁽¹⁾

I ⁽⁷⁾

By ATV Entrepreneurs VI, L.P.

Series C Convertible Preferred Stock

⁽⁸⁾

02/06/2007

9,883

⁽⁸⁾

⁽¹⁾

Common Stock

9,883

⁽¹⁾

I ⁽⁷⁾

By ATV Entrepreneurs VI, L.P.

Series D Convertible Preferred Stock

⁽⁸⁾

02/06/2007

4,997

⁽⁸⁾

⁽¹⁾

Common Stock

4,997

⁽¹⁾

I ⁽⁷⁾

By ATV Entrepreneurs VI, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ADVANCED TECHNOLOGY VENTURES VII LP 1000 WINTER STREET, SUITE 3700 WALTHAM, MA 02451		X
ATV Associates VII, L.L.C. 1000 WINTER STREET, SUITE 3700 WALTHAM, MA 02451		X
Advanced Technology Ventures VII(B), L.P. 1000 WINTER STREET, SUITE 3700 WALTHAM, MA 02451		X
Advanced Technology Ventures VII(C), L.P. 1000 WINTER STREET, SUITE 3700 WALTHAM, MA 02451		X
ATV Entrepreneurs VII, L.P. 1000 WINTER STREET, SUITE 3700 WALTHAM, MA 02451		X
ATV Associates VI, L.L.C. 1000 WINTER STREET, SUITE 3700 WALTHAM, MA 02451		X
Advanced Technology Ventures VI, L.P. 1000 WINTER STREET, SUITE 3700 WALTHAM, MA 02451		X
ATV Entrepreneurs VI, L.P. 1000 WINTER STREET, SUITE 3700 WALTHAM, MA 02451		X

Signatures

/s/ Michael A. Carusi, Managing Director		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)	The reported securities are owned directly by Advanced Technology Ventures VII, L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of Advanced Technology Ventures VII, L.P. ATV Associates VII, L.L.C. disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., ATV Entrepreneurs VII, L.P., ATV Associates VI, L.L.C., Advanced Technology Ventures VI, L.P. and ATV Entrepreneurs VI, L.P. each disclaims beneficial ownership of these securities.
(3)	The reported securities are owned directly by Advanced Technology Ventures VII (B), L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of Advanced Technology Ventures VII (B), L.P. ATV Associates VII, L.L.C. disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (C), L.P., ATV Entrepreneurs VII, L.P., ATV Associates VI, L.L.C., Advanced Technology Ventures VI, L.P. and ATV Entrepreneurs VI, L.P. each disclaims beneficial ownership of these securities.
(4)	The reported securities are owned directly by Advanced Technology Ventures VII (C), L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of Advanced Technology Ventures VII (C), L.P. ATV Associates VII, L.L.C. disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., ATV Entrepreneurs VII, L.P., ATV Associates VI, L.L.C., Advanced Technology Ventures VI, L.P. and ATV Entrepreneurs VI, L.P. each disclaims beneficial ownership of these securities.
(5)	The reported securities are owned directly by ATV Entrepreneurs VII, L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of ATV Entrepreneurs VII, L.P. ATV Associates VII, L.L.C. disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., ATV Associates VI, L.L.C., Advanced Technology Ventures VI, L.P. and ATV Entrepreneurs VI, L.P. each disclaims beneficial ownership of these securities.
(6)	The reported securities are owned directly by Advanced Technology Ventures VI, L.P. and indirectly by ATV Associates VI, L.L.C., as general partner of Advanced Technology Ventures VI, L.P. ATV Associates VI, L.L.C. disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., ATV Associates VII, L.L.C., ATV Entrepreneurs VII, L.P. and ATV Entrepreneurs VI, L.P. each disclaims beneficial ownership of these securities.
(7)	The reported securities are owned directly by ATV Entrepreneurs VI, L.P. and indirectly by ATV Associates VI, L.L.C., as general partner of ATV Entrepreneurs VI, L.P. ATV Associates VI, L.L.C. disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein. Advanced Technology Ventures VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P., ATV Associates VII, L.L.C., ATV Entrepreneurs VII, L.P. and Advanced Technology Ventures VI, L.P. each disclaims beneficial ownership of these securities.
(8)	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.
Remarks: See Exhibit 99 - Joint Filer Information.

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