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 ^*

Carusi Michael A

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 ADVANCED TECHNOLOGY PARTNERS, 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)
_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		25,708	A	⁽¹⁾	25,708	I ⁽²⁾	By ATV Entrepreneurs VI, L.P.
Common Stock	02/06/2007		C		402,776	A	⁽¹⁾	402,776	I ⁽²⁾	By Advanced Technology Ventures VI, L.P.
Common Stock	02/06/2007		C		14,359	A	⁽¹⁾	14,359	I ⁽³⁾	By ATV Entrepreneurs 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 ⁽³⁾	By Advanced Technology Ventures VII (C), L.P.
Common Stock	02/06/2007		C		2,409,589	A	⁽¹⁾	2,409,589	I ⁽³⁾	By Advanced Technology Ventures VII, L.P.

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 B Convertible Preferred Stock

⁽⁴⁾

02/06/2007

10,828

⁽⁴⁾

⁽¹⁾

Common Stock

10,828

⁽¹⁾

I ⁽²⁾

By ATV Entrepreneurs VI, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

02/06/2007

9,883

⁽⁴⁾

⁽¹⁾

Common Stock

9,883

⁽¹⁾

I ⁽²⁾

By ATV Entrepreneurs VI, L.P.

Series D Convertible Preferred Stock

⁽⁴⁾

02/06/2007

4,997

⁽⁴⁾

⁽¹⁾

Common Stock

4,997

⁽¹⁾

I ⁽²⁾

By ATV Entrepreneurs VI, L.P.

Series B Convertible Preferred Stock

⁽⁴⁾

02/06/2007

169,643

⁽⁴⁾

⁽¹⁾

Common Stock

169,643

⁽¹⁾

I ⁽²⁾

By Advanced Technology Ventures VI, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

02/06/2007

154,849

⁽⁴⁾

⁽¹⁾

Common Stock

154,849

⁽¹⁾

I ⁽²⁾

By Advanced Technology Ventures VI, L.P.

Series D Convertible Preferred Stock

⁽⁴⁾

02/06/2007

78,284

⁽⁴⁾

⁽¹⁾

Common Stock

78,284

⁽¹⁾

I ⁽²⁾

By Advanced Technology Ventures VI, L.P.

Series B Convertible Preferred Stock

⁽⁴⁾

02/06/2007

6,036

⁽⁴⁾

⁽¹⁾

Common Stock

6,036

⁽¹⁾

I ⁽³⁾

By ATV Entrepreneurs VII, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

02/06/2007

5,529

⁽⁴⁾

⁽¹⁾

Common Stock

5,529

⁽¹⁾

I ⁽³⁾

By ATV Entrepreneurs VII, L.P.

Series D Convertible Preferred Stock

⁽⁴⁾

02/06/2007

2,794

⁽⁴⁾

⁽¹⁾

Common Stock

2,794

⁽¹⁾

I ⁽³⁾

By ATV Entrepreneurs VII, L.P.

Series B Convertible Preferred Stock

⁽⁴⁾

02/06/2007

40,644

⁽⁴⁾

⁽¹⁾

Common Stock

40,644

⁽¹⁾

I ⁽³⁾

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

Series C Convertible Preferred Stock

⁽⁴⁾

02/06/2007

37,229

⁽⁴⁾

⁽¹⁾

Common Stock

37,229

⁽¹⁾

I ⁽³⁾

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

Series D Convertible Preferred Stock

⁽⁴⁾

02/06/2007

18,821

⁽⁴⁾

⁽¹⁾

Common Stock

18,821

⁽¹⁾

I ⁽³⁾

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

Series B Convertible Preferred Stock

⁽⁴⁾

02/06/2007

19,536

⁽⁴⁾

⁽¹⁾

Common Stock

19,536

⁽¹⁾

I ⁽³⁾

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

Series C Convertible Preferred Stock

⁽⁴⁾

02/06/2007

17,895

⁽⁴⁾

⁽¹⁾

Common Stock

17,895

⁽¹⁾

I ⁽³⁾

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

Series D Convertible Preferred Stock

⁽⁴⁾

02/06/2007

9,046

⁽⁴⁾

⁽¹⁾

Common Stock

9,046

⁽¹⁾

I ⁽³⁾

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

Series B Convertible Preferred Stock

⁽⁴⁾

02/06/2007

1,012,820

⁽⁴⁾

⁽¹⁾

Common Stock

1,012,820

⁽¹⁾

I ⁽³⁾

By Advanced Technology Ventures VII, L.P.

Series C Convertible Preferred Stock

⁽⁴⁾

02/06/2007

927,748

⁽⁴⁾

⁽¹⁾

Common Stock

927,748

⁽¹⁾

I ⁽³⁾

By Advanced Technology Ventures VII, L.P.

Series D Convertible Preferred Stock

⁽⁴⁾

02/06/2007

469,021

⁽⁴⁾

⁽¹⁾

Common Stock

469,021

⁽¹⁾

I ⁽³⁾

By Advanced Technology Ventures VII, L.P.

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Carusi Michael A C/O ADVANCED TECHNOLOGY PARTNERS 1000 WINTER STREET, SUITE 3700 WALTHAM, MA 02451	X

Signatures

/s/ Michael A. Carusi		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. Carusi is a managing member of ATV Associates VI, L.L.C., the general partner of ATV Entrepreneurs VI, L.P. and Advanced Technology Ventures VI, L.P. Mr. Carusi disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(3)	Mr. Carusi is a managing member of ATV Associates VII, L.L.C., the general partner of ATV Entrepreneurs VII, L.P., Advanced Technology Ventures VII (B), L.P., Advanced Technology Ventures VII (C), L.P. and Advanced Technology Ventures VII, L.P. Mr. Carusi disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
(4)	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.

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