SEC FORM 4

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^*

New Leaf Ventures I, L.P.

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Relypsa Inc [ RLYP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2013

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/20/2013		C		497,093⁽¹⁾⁽²⁾	A	⁽²⁾	497,093⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	11/20/2013		C		381,733⁽¹⁾⁽⁴⁾	A	⁽⁴⁾	878,826⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	11/20/2013		C		378,773⁽¹⁾⁽⁵⁾	A	⁽⁵⁾	1,257,599⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	11/20/2013		C		541,960⁽¹⁾⁽⁶⁾	A	⁽⁶⁾	1,799,559⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	11/20/2013		C		125,067⁽¹⁾⁽⁷⁾	A	⁽⁷⁾	1,924,626⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	11/20/2013		M		25,977⁽¹⁾	A	$9.1848⁽¹⁾	1,950,603⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	11/20/2013		F		21,691⁽¹⁾⁽⁸⁾	D	$11⁽¹⁾	1,928,912⁽¹⁾	I	See Footnote⁽³⁾
Common Stock	11/20/2013		P		185,978⁽¹⁾	A	$11⁽¹⁾	2,114,890⁽¹⁾	I	See Footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	⁽²⁾	11/20/2013		C			497,093⁽¹⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	497,093⁽¹⁾⁽²⁾	$0.00	0	I	See Footnote⁽³⁾
Series B-1 Preferred Stock	⁽⁴⁾	11/20/2013		C			259,676⁽¹⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	381,733⁽¹⁾⁽⁴⁾	$0.00	0	I	See Footnote⁽³⁾
Series B-2 Preferred Stock	⁽⁵⁾	11/20/2013		C			378,773⁽¹⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	378,773⁽¹⁾⁽⁵⁾	$0.00	0	I	See Footnote⁽³⁾
Series C-1 Preferred Stock	⁽⁶⁾	11/20/2013		C			541,960⁽¹⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	541,960⁽¹⁾⁽⁶⁾	$0.00	0	I	See Footnote⁽³⁾
Series C-2 Preferred Stock	⁽⁷⁾	11/20/2013		C			125,067⁽¹⁾	⁽⁹⁾	⁽¹⁰⁾	Common Stock	125,067⁽¹⁾⁽⁷⁾	$0.00	0	I	See Footnote⁽³⁾
Warrant to Purchase Preferred Stock	$13.502⁽¹⁾⁽¹¹⁾	11/20/2013		J			17,671⁽¹⁾⁽¹¹⁾⁽¹²⁾	⁽¹³⁾	11/20/2013	Series B-1 Preferred Stock	17,671⁽¹⁾	$0.00	0	I	See Footnote⁽³⁾
Warrant to Purchase Common Stock	$9.1848⁽¹⁾⁽¹¹⁾	11/20/2013		J		25,977⁽¹⁾⁽¹¹⁾⁽¹²⁾		⁽¹³⁾	11/20/2013	Common Stock	25,977⁽¹⁾	$0.00	25,977⁽¹⁾	I	See Footnote⁽³⁾
Warrant to Purchase Common Stock	$9.1848⁽¹⁾⁽¹¹⁾	11/20/2013		M			25,977⁽¹⁾⁽¹¹⁾	⁽¹³⁾	11/20/2013	Common Stock	25,977⁽¹⁾	$0.00	0	I	See Footnote⁽³⁾

1. Name and Address of Reporting Person^*

New Leaf Ventures I, L.P.

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

New Leaf Venture Management I, L.P.

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

New Leaf Venture Management I, L.L.C.

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Chambon Philippe O.

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Delagardelle Jeani

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

NIEDEL JAMES

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lathi Vijay K

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Ratcliffe Liam

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES

7 TIMES SQUARE, SUITE 3502

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. The shares are immediately convertible.

10. The shares do not have an expiration date.

11. 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.

12. 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.

13. This warrant is immediately exercisable.

Remarks:

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.	11/20/2013
	/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.	11/20/2013
	/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management I, L.L.C	11/20/2013
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon	11/20/2013
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Jeani Delagardelle	11/20/2013
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel	11/20/2013
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi	11/20/2013
	/s/ Craig L. Slutzkin, as Attorney-in-Fact for Liam Ratcliffe	11/20/2013
	** 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 4 (b)(v).
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