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^*

GODDARD PAUL

(Last)

(First)

(Middle)

C/O ARYX THERAPEUTICS, INC.

6300 DUMBARTON CIRCLE

(Street)

FREMONT

94555

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2007

3. Issuer Name and Ticker or Trading Symbol
ARYx Therapeutics, Inc. [ ARYX ]

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

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

5. 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 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	68,333	D
Common Stock	54,166	I	See Footnote⁽¹⁾

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)
Stock Option (Right to Buy)	⁽²⁾	07/22/2013	Common Stock	41,666	$0.9	D
Stock Option (Right to Buy)	⁽³⁾	03/03/2015	Common Stock	100,000	$1.8	D
Stock Option (Right to Buy)	⁽²⁾	03/03/2015	Common Stock	120,000	$1.8	D
Stock Option (Right to Buy)	⁽⁴⁾	03/03/2015	Common Stock	221,667	$1.8	D
Series D Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	3,021	⁽⁵⁾	I	See Footnote⁽¹⁾

Explanation of Responses:

1. The shares are held by the Paul & Jaqueline Goddard Family Living Trust of which Dr. Goddard and his spouse are trustees.

2. Share are fully vested.

3. The shares shall be fully vested on the date immediately following the closing of the issuer's initial underwritten public offering

4. 1/48th of the shares shall vest each month commencing from August 16, 2005.

5. The issuer's Series D Preferred stock will automatically convert into common stock on a one-for-one basis immediately upon the closing of the issuer's initial public offering.

	/s/ David Nagler (Attorney-in-Fact)	11/07/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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