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