0001181431-13-060045.txt : 20131120 0001181431-13-060045.hdr.sgml : 20131120 20131120215122 ACCESSION NUMBER: 0001181431-13-060045 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131120 FILED AS OF DATE: 20131120 DATE AS OF CHANGE: 20131120 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Relypsa Inc CENTRAL INDEX KEY: 0001416792 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 260893742 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 700 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-421-9500 MAIL ADDRESS: STREET 1: 700 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NIEDEL JAMES CENTRAL INDEX KEY: 0001231092 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131234216 MAIL ADDRESS: STREET 1: C/O CREDIT SUISSE PRIVATE EQUITY INC STREET 2: 11 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chambon Philippe O. CENTRAL INDEX KEY: 0001192212 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131234218 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 FORMER NAME: FORMER CONFORMED NAME: CHAMBON PHILIPPE DATE OF NAME CHANGE: 20020924 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Leaf Venture Management I, L.L.C. CENTRAL INDEX KEY: 0001455597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131234219 BUSINESS ADDRESS: STREET 1: TIMES SQUARE TOWER STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646 871 6420 MAIL ADDRESS: STREET 1: TIMES SQUARE TOWER STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Leaf Venture Management I, L.P. CENTRAL INDEX KEY: 0001455617 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131234220 BUSINESS ADDRESS: STREET 1: TIMES SQUARE TOWER STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646 871 6420 MAIL ADDRESS: STREET 1: TIMES SQUARE TOWER STREET 2: 7 TIMES SQUARE, SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New Leaf Ventures I, L.P. CENTRAL INDEX KEY: 0001375661 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131234221 BUSINESS ADDRESS: STREET 1: 7 TIMES SQUARE STREET 2: SUITE 1603 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 646-871-6400 MAIL ADDRESS: STREET 1: 7 TIMES SQUARE STREET 2: SUITE 1603 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ratcliffe Liam CENTRAL INDEX KEY: 0001547100 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131234214 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS STREET 2: 7 TIMES SQUARE - SUITE 3502 CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Delagardelle Jeani CENTRAL INDEX KEY: 0001441563 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131234217 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS, L.L.C. STREET 2: 2500 SAND HILL ROAD, SUITE 203 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lathi Vijay K CENTRAL INDEX KEY: 0001340806 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131234215 MAIL ADDRESS: STREET 1: C/O NEW LEAF VENTURE PARTNERS STREET 2: 2500 SAND HILL ROAD, SUITE 203 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 rrd395974.xml FORM 4 X0306 4 2013-11-20 0 0001416792 Relypsa Inc RLYP 0001375661 New Leaf Ventures I, L.P. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 1 0 0 1 Former 10% beneficial owner 0001455617 New Leaf Venture Management I, L.P. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 1 0 0 1 Former 10% beneficial owner 0001455597 New Leaf Venture Management I, L.L.C. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 1 0 0 1 Former 10% beneficial owner 0001192212 Chambon Philippe O. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 0 1 Former 10% beneficial owner 0001441563 Delagardelle Jeani C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 0 1 Former 10% beneficial owner 0001231092 NIEDEL JAMES C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 0 1 Former 10% beneficial owner 0001340806 Lathi Vijay K C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 0 1 Former 10% beneficial owner 0001547100 Ratcliffe Liam C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK NY 10036 0 0 0 1 Former 10% beneficial owner Common Stock 2013-11-20 4 C 0 497093 A 497093 I See Footnote Common Stock 2013-11-20 4 C 0 381733 A 878826 I See Footnote Common Stock 2013-11-20 4 C 0 378773 A 1257599 I See Footnote Common Stock 2013-11-20 4 C 0 541960 A 1799559 I See Footnote Common Stock 2013-11-20 4 C 0 125067 A 1924626 I See Footnote Common Stock 2013-11-20 4 M 0 25977 9.1848 A 1950603 I See Footnote Common Stock 2013-11-20 4 F 0 21691 11.00 D 1928912 I See Footnote Common Stock 2013-11-20 4 P 0 185978 11.00 A 2114890 I See Footnote Series A-1 Preferred Stock 2013-11-20 4 C 0 497093 0.00 D Common Stock 497093 0 I See Footnote Series B-1 Preferred Stock 2013-11-20 4 C 0 259676 0.00 D Common Stock 381733 0 I See Footnote Series B-2 Preferred Stock 2013-11-20 4 C 0 378773 0.00 D Common Stock 378773 0 I See Footnote Series C-1 Preferred Stock 2013-11-20 4 C 0 541960 0.00 D Common Stock 541960 0 I See Footnote Series C-2 Preferred Stock 2013-11-20 4 C 0 125067 0.00 D Common Stock 125067 0 I See Footnote Warrant to Purchase Preferred Stock 13.502 2013-11-20 4 J 0 17671 0.00 D 2013-11-20 Series B-1 Preferred Stock 17671 0 I See Footnote Warrant to Purchase Common Stock 9.1848 2013-11-20 4 J 0 25977 0.00 A 2013-11-20 Common Stock 25977 25977 I See Footnote Warrant to Purchase Common Stock 9.1848 2013-11-20 4 M 0 25977 0.00 D 2013-11-20 Common Stock 25977 0 I See Footnote Reflects a 1-for-17.2 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement. Each share of Series A-1 Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Represents shares directly beneficially owned by New Leaf Ventures I, L.P. ("NLV-I"). New Leaf Venture Management I, L.P. ("NLVM-I LP") is the general partner of NLV-I and New Leaf Venture Management I, L.L.C. ("NLVM-I LLC") is the general partner of NLVM-I LP. Philippe O. Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi, James Niedel and Liam Ratcliffe are individual managers of NLVM-I LLC (the "Individual Managers"). NLVM-I LP and NLVM-I LLC disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. As one of six individual managers, each of the Individual Managers disclaims beneficial ownership over the shares reported herein, and in all events disclaims pecuniary interest except to the extent of his economic interest. Each share of Series B-1 Preferred Stock was automatically converted on a 1.47003745318352-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Series B-2 Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Series C-1 Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Series C-2 Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Shares disposed of in connection with net share settlement of outstanding warrants, which resulted in the cancellation of underlying shares to the Issuer, and which did not involve any sale of shares. The shares are immediately convertible. The shares do not have an expiration date. Immediately prior to the closing of the Issuer's initial public offering, the warrant to purchase shares of Series B-1 Preferred Stock automatically converted on a 1.47003745318352-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security. This warrant is immediately exercisable. This filing constitutes an exit filing with respect to Philippe O. Chambon, Jeani Delagardelle, Vijay Lathi, James Niedel and Liam Ratcliffe because such persons are no longer subject to Section 16 as 10% beneficial owners. /s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management I, L.L.C., the sole general partner of New Leaf Venture Management I, L.P., the sole general partner of New Leaf Ventures I, L.P. 2013-11-20 /s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management I, L.L.C., the sole general partner of New Leaf Venture Management I, L.P. 2013-11-20 /s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management I, L.L.C 2013-11-20 /s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon 2013-11-20 /s/ Craig L. Slutzkin, as Attorney-in-Fact for Jeani Delagardelle 2013-11-20 /s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel 2013-11-20 /s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi 2013-11-20 /s/ Craig L. Slutzkin, as Attorney-in-Fact for Liam Ratcliffe 2013-11-20