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 *
  Walsh Brian J
 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)
C/O XTENT, INC., 125 CONSTITUTION DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Sales and Marketing
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MENLO PARK, CA 94025		 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 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)
Common Stock 50,000
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1) 02/03/2014 Common Stock 50,000 (5) $ 0.4 D  
Employee Stock Option (Right to Buy)   (2) 02/01/2015 Common Stock 22,500 $ 0.4 D  
Employee Stock Option (Right to Buy)   (3) 08/03/2015 Common Stock 2,000 $ 0.54 D  
Employee Stock Option (Right to Buy)   (4) 05/01/2016 Common Stock 56,500 $ 3.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walsh Brian J
C/O XTENT, INC.
125 CONSTITUTION DRIVE
MENLO PARK, CA 94025		       VP Sales and Marketing  

Signatures

/s/ Brian J. Walsh 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) All shares subject to the option may be exercised immediately but vest as to 12/48 on 02/02/2005 and 1/48 per month thereafter.
(2) All shares subject to the option may be exercised immediately but vest as to 1/48 per month following the vesting commencement date of 02/01/2005.
(3) All shares subject to the option may be exercised immediately but vest as to 1/48 per month following the vesting commencement date of 08/03/2005.
(4) All shares subject to the option may be exercised immediately but vest as to 1/48 per month following the vesting commencement date of 05/01/2006.
(5) Reflects the number of outstanding shares subject to the option after the exercise of 50,000 shares by Mr. Walsh.
 
Remarks:
The Date of Event is based upon the date of effectiveness of the Issuer's Registration Statement on Form S-1 filed in connection with the Issuer's initial public offering, estimated to be on or about January 31, 2007.

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

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