SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Marchington Allan P
(Last) (First) (Middle)
C/O AMBIT BIOSCIENCES CORPORATION,
11080 ROSELLE STREET
(Street)
SAN DIEGO CA 92121
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMBIT BIOSCIENCES CORP [ AMBI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/10/2014
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 11/10/2014 D 281,624 D $15(1) 0 I See Footnote(2)
Common Stock 11/10/2014 D 307,051 D $15(1) 0 I See Footnote(2)
Common Stock 11/10/2014 D 306,619 D $15(1) 0 I See Footnote(2)
Common Stock 11/10/2014 D 431,527(4) D $15(1) 0 I See Footnote(2)
Common Stock 11/10/2014 D 69,666(5) D $15 0 I See Footnote(2)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $6.66 11/10/2014 D 7,085 (3) 05/20/2023 Common Stock 7,085 $8.34 0 D
Stock Option (right to buy) $6.33 11/10/2014 D 8,000 (3) 05/14/2024 Common Stock 8,000 $8.67 0 D
Warrant (right to buy) $0.24 11/10/2014 D 136,650 (6) 10/26/2022 Common Stock 136,650 $16.25 0 I See Footnote(2)
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated September 28, 2014 (the "Merger Agreement"), among Ambit Biosciences Corporation ("Ambit"), Daiichi Sankyo Company, Limited ("Daiichi Sankyo"), and Charge Acquisition Corp., each share was converted into the right to receive: (i) a cash payment of $15.00; and (ii) one non-transferable contingent value right ("CVR") issued by Daiichi Sankyo in accordance with the Contingent Value Rights Agreement, dated November 10, 2014, between Daiichi Sankyo and Broadridge Corporate Issuer Solutions, Inc.
2. The securities are held by Apposite Healthcare Fund LP, or Apposite. Apposite Healthcare (GP) Limited, the general partner of Apposite, has appointed Apposite Capital LLP as the manager of Apposite. The Reporting Person is a designated member of Apposite Capital LLP and, together with F. David Porter and Stephen Adkin, the other designated members of Apposite Capital LLP, shares voting and investment control over the securities held by Apposite; however, each disclaims beneficial ownership, except to the extent of their pecuniary interests therein.
3. Pursuant to the Merger Agreement, each option, whether vested or not vested, was cancelled and converted into the right to receive: (i) a cash payment equal the excess, if any, of $15.00 over such option's price per share exercise price; and (ii) one non-transferable CVR issued by Daiichi Sankyo in accordance with the Contingent Value Rights Agreement, dated November 10, 2014, between Daiichi Sankyo and Broadridge Corporate Issuer Solutions, Inc.
4. The shares were purchased by Apposite in a private placement concurrent with the closing of the Issuers' initial public offering.
5. The shares were acquired on exercise of a warrant to purchase shares of common stock for an exercise price of $0.024 per share.
6. Pursuant to the Merger Agreement, each outstanding and unexercised Warrant to Purchase Common Stock issued by Ambit in October 2012 to investors in Ambit's October 2012 Series E preferred stock financing (a "Series E Warrant") was cancelled in exchange for an amount in cash equal to $16.25 per share issuable upon the exercise of such Series E Warrant.
By: /s/ Cath Bovenizer, Attorney-In-Fact 12/19/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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