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^*

ELMS STEVE

(Last)

(First)

(Middle)

C/O AMBIT BIOSCIENCES CORPORATION

11080 ROSELLE STREET

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMBIT BIOSCIENCES CORP [ AMBI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2013

4. 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 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	05/21/2013		C		28,901	A	⁽¹⁾	29,120	I	See Footnote⁽²⁾
Common Stock	05/21/2013		C		57,448	A	⁽³⁾	86,568	I	See Footnote⁽²⁾
Common Stock	05/21/2013		C		227,801	A	⁽⁴⁾	314,369	I	See Footnote⁽²⁾
Common Stock	05/21/2013		C		456,393	A	⁽⁵⁾	770,762	I	See Footnote⁽²⁾
Common Stock	05/21/2013		C		352,047	A	⁽⁶⁾	1,122,809	I	See Footnote⁽²⁾
Common Stock	05/21/2013		P		423,635⁽⁸⁾	A	$8	1,546,444	I	See Footnote⁽²⁾

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 B Preferred Stock	⁽¹⁾	05/21/2013		C			693,641	⁽¹⁾	⁽¹⁾	Common Stock	28,901	$0.00	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽³⁾	05/21/2013		C			1,378,747	⁽³⁾	⁽³⁾	Common Stock	57,448	$0.00	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽⁴⁾	05/21/2013		C			2,474,300	⁽⁴⁾	⁽⁴⁾	Common Stock	227,801	$0.00	0	I	See Footnote⁽²⁾
Series D-2 Preferred Stock	⁽⁵⁾	05/21/2013		C			10,953,433	⁽⁵⁾	⁽⁵⁾	Common Stock	456,393	$0.00	0	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽⁶⁾	05/21/2013		C			8,449,121	⁽⁶⁾	⁽⁶⁾	Common Stock	352,047	$0.00	0	I	See Footnote⁽²⁾
Stock Option (right to buy)	$6.66	05/21/2013		A			7,085	⁽⁷⁾	05/20/2023	Common Stock	7,085	$0.00	7,085	D⁽⁹⁾

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering, every 24 shares of Series B Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

2. The reportable securities are held directly by Perseus-Soros Biopharmaceutical Fund, L.P., or PSBF, and are indirectly held by Perseus-Soros Partners, LLC or PSPGP, as general partner of PSBF, Aisling Capital LLC, or Aisling Capital, as the managing member of PSPGP, and each of the individual managing members of Aisling Capital, including the Reporting Person. PSBF, PSPGP, Aisling Capital and the individual managing members of Aisling Capital, including the Reporting Person, share voting and dispositive power over the reportable securities directly held by PSBF. The Reporting Person serves as a director of the Issuer.

3. Upon the closing of the Issuer's initial public offering, every 24 shares of Series C Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

4. Upon the closing of the Issuer's initial public offering, every 10.86166 shares of Series D Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. The conversion ratio was incorrectly stated in the Reporting Person's Form 3.

5. Upon the closing of the Issuer's initial public offering, every 24 shares of Series D-2 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

6. Upon the closing of the Issuer's initial public offering, every 24 shares of Series E Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.

7. One-third of the shares will vest on the first, second and third year anniversaries of the date of grant, such that the stock option is fully vested on May 21, 2016, subject to the optionee's continuous service with the Issuer through such vesting date.

8. The shares were purchased by PSBF in a private placement concurrent with the closing of the Issuers' initial public offering.

9. These stock options are held by Mr. Elms for the benefit of Aisling Capital LLC. Mr. Elms disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

	/s/ Steve Elms	05/21/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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