SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

THREE ARCH CAPITAL LP

(Last)

(First)

(Middle)

C/O THREE ARCH PARTNERS

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2013

3. Issuer Name and Ticker or Trading Symbol
LIPOSCIENCE INC [ LPDX ]

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 of 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

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	29,364	I	By Funds⁽¹⁾
Common Stock	1,388	I	By Funds⁽²⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	851,690	⁽³⁾	I	By Funds⁽¹⁾
Series D-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	40,264	⁽³⁾	I	By Funds⁽²⁾
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	425,844	⁽⁴⁾	I	By Funds⁽¹⁾
Series E Convertible Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	20,131	⁽⁴⁾	I	By Funds⁽²⁾
Series F Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	259,154	⁽⁵⁾	I	By Funds⁽¹⁾
Series F Convertible Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	12,251	⁽⁵⁾	I	By Funds⁽²⁾

1. Name and Address of Reporting Person^*

THREE ARCH CAPITAL LP

(Last)

(First)

(Middle)

C/O THREE ARCH PARTNERS

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TAC MANAGEMENT LLC

(Last)

(First)

(Middle)

C/O THREE ARCH PARTNERS

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TAC ASSOCIATES LP

(Last)

(First)

(Middle)

C/O THREE ARCH PARTNERS

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

94028

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WAN MARK A

(Last)

(First)

(Middle)

C/O THREE ARCH PARTNERS

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

27616

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

JAEGER WILFRED E

(Last)

(First)

(Middle)

C/O THREE ARCH PARTNERS

3200 ALPINE ROAD

(Street)

PORTOLA VALLEY

27616

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Shares are held directly by Three Arch Capital, L.P. ("TAC"). Mark Wan ("Wan") and Wilfred Jaeger ("Jaeger") are managing members of, and have certain voting rights in, TAC Management, L.L.C. ("TACM"), which is the General Partner of TAC. TACM may be deemed to have sole voting and dispositive power over the shares which are owned directly by TAC, but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Each of Wan and Jaeger may be deemed to have shared voting and dispositive power over the shares which are owned directly by TAC, but each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. Shares are held directly by TAC Associates, L.P. ("TACA"). Wan and Jaeger managing members of, and have certain voting rights in, TACM, which is the General Partner of TACA. TACM may be deemed to have sole voting and dispositive power over the shares which are owned directly by TACA, but disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. Each of Wan and Jaeger may be deemed to have shared voting and dispositive power over the shares which are owned directly by TACA, but each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. Each share of Series D-1 Convertible Preferred Stock is convertible, at anytime, at the holder's election, into common stock on a 0.582-for-1 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of Series D-1 Convertible Preferred Stock will automatically convert into 0.582 shares of common stock. The Series D-1 Convertible Preferred Stock has no expiration date.

4. Each share of Series E Convertible Preferred Stock is convertible, at anytime, at the holder's election, into common stock on a 0.485-for-1 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of Series E Convertible Preferred Stock will automatically convert into 0.485 shares of common stock. The Series E Convertible Preferred Stock has no expiration date.

5. Each share of Series F Convertible Preferred Stock is convertible, at anytime, at the holder's election, into common stock on a 0.485-for-1 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of Series F Convertible Preferred Stock will automatically convert into 0.485 shares of common stock. The Series F Convertible Preferred Stock has no expiration date.

Remarks:

	/s/ Three Arch Capital, L.P., by TAC Management, L.L.C., its general partner, by Mark Wan, a managing member	01/24/2013
	/s/ TAC Management, L.L.C., by Mark Wan, a managing member	01/24/2013
	/s/ TAC Associates, L.P., by TAC Management, L.L.C., its general partner, by Mark Wan, a managing member	01/24/2013
	/s/ Mark Wan	01/24/2013
	/s/ Wilfred Jaeger	01/24/2013
	** 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 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).
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