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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* POWELL MICHAEL (Last) (First) (Middle) C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Ocera Therapeutics, Inc. [ OCRX ]	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) 07/15/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/15/2013		J		702,555	A	(6)	702,555	I	See footnote(7)
Common Stock	07/15/2013		P(10)		322,809	A	$6.0264	1,025,364	I	See footnote(7)
Common Stock	07/15/2013		J		139,195	A	(11)	139,195	I	See footnote(8)
Common Stock	07/15/2013		P(10)		63,957	A	$6.0264	203,152	I	See footnote(8)
Common Stock	07/15/2013		J		9,576	A	(12)	9,576	I	See footnote(9)
Common Stock	07/15/2013		P(10)		4,400	A	$6.0264	13,976	I	See footnote(9)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock option (right to buy)	$1.25	07/15/2013		A		11,969		(1)	07/24/2016	Common Stock	11,969	(2)	11,969	D
Stock option (right to buy)	$1.84	07/15/2013		A		2,992		(3)	02/11/2019	Common Stock	2,992	(4)	2,992	D
Stock option (right to buy)	$1.84	07/15/2013		A		2,992		(5)	02/11/2020	Common Stock	2,992	(4)	2,992	D
Stock warrant (right to buy)	$0.67	07/15/2013		A		9,187		03/30/2012	03/30/2019	Common Stock	9,187	(14)	9,187	I	See footnote(13)
Stock warrant (right to buy)	$0.67	07/15/2013		A		9,187		10/01/2012	10/01/2019	Common Stock	9,187	(15)	9,187	I	See footnote(13)
Stock warrant (right to buy)	$0.67	07/15/2013		A		1,820		03/30/2012	03/30/2019	Common Stock	1,820	(16)	1,820	I	See footnote(17)
Stock warrant (right to buy)	$0.67	07/15/2013		A		1,820		10/01/2012	10/01/2019	Common Stock	1,820	(18)	1,820	I	See footnote(17)
Stock warrant (right to buy)	$0.67	07/15/2013		A		125		03/30/2012	03/30/2019	Common Stock	125	(19)	125	I	See footnote(20)
Stock warrant (right to buy)	$0.67	07/15/2013		A		125		10/01/2012	10/01/2019	Common Stock	125	(21)	125	I	See footnote(20)

Explanation of Responses:

1. The option is immediately exercisable in full but any shares acquired upon exercise thereof are subject to restrictions on transfer. The option vested (and such restrictions lapsed) as to 25% after one year from the vesting commencement date of June 15, 2006, and thereafter in monthly installments of 1/36th each.

2. Received in connection with the merger of Ocera Subsidiary, Inc. (f/k/a Ocera Therapeutics, Inc.) with a wholly owned subsidiary of Ocera Therapeutics, Inc. (f/k/a Tranzyme, Inc.), in which transaction Ocera Subsidiary, Inc. was the surviving corporation (the "Merger"), in exchange for a stock option to acquire 100,000 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.15 per share (without giving effect, in either case, to the exchange ratio in the Merger).

3. The option is immediately exercisable in full but any shares acquired upon exercise thereof are subject to restrictions on transfer. The option vests (and such transfer restrictions lapse) in monthly installments of 1/48th each, which installments commenced January 1, 2009.

4. Received in connection with the Merger in exchange for a stock option to acquire 25,000 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.22 per share (without giving effect, in either case, to the exchange ratio in the Merger).

5. The option is immediately exercisable in full but any shares acquired upon exercise thereof are subject to restrictions on transfer. The option vests (and such transfer restrictions lapse) in monthly installments of 1/48th each, which installments commenced January 1, 2010.

6. Received in connection with the Merger in exchange for 5,869,587 shares of the common stock of Ocera Subsidiary, Inc. Immediately prior to the effective time of the Merger, Ocera Subsidiary, Inc. preferred stock shares and convertible notes were converted into shares of Ocera Subsidiary, Inc. common stock.

7. Shares are held by Sofinnova Venture Partners VI, L.P. ("SV VI"). Sofinnova Management VI, L.L.C. ("SV LLC") is the general partner of SV VI and Michael F. Powell ("Powell"), a director of the issuer, James I. Healy ("Healy"), Alain L. Azan ("Azan") and Eric P. Buatois ("Buatois"), the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.

8. Shares are held by Sofinnova Venture Partners VI GmbH & Co. KG ("SV KG"). SV LLC is the general partner of SV KG, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.

9. Shares are held by Sofinnova Venture Affiliates VI L.P. ("SV A"). SV LLC is the general partner of SV A, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.

10. Represents shares purchased in a private investment in Issuer's public equity (the "PIPE") transaction, the funding of which was conditioned on the closing of the Merger.

11. Received in connection with the Merger in exchange for 1,162,925 shares of the common stock of Ocera Subsidiary, Inc. Immediately prior to the effective time of the Merger, Ocera Subsidiary, Inc. preferred stock shares and convertible notes were converted into shares of Ocera Subsidiary, Inc. common stock.

12. Received in connection with the Merger in exchange for 80,010 shares of the common stock of Ocera Subsidiary, Inc. Immediately prior to the effective time of the Merger, Ocera Subsidiary, Inc. preferred stock shares and convertible notes were converted into shares of Ocera Subsidiary, Inc. common stock.

13. Warrants are held by SV VI. SV LLC is the general partner of SV VI aand Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the warrants held by such entities.

14. Received in connection with the Merger in exchange for a warrant to acquire 76,756 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).

15. Received in connection with the Merger in exchange for a warrant to acquire 76,756 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).

16. Received in connection with the Merger in exchange for a warrant to acquire 15,207 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).

17. Warrants are held by SV KG. SV LLC is the general partner of SV KG, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the warrants held by such entities.

18. Received in connection with the Merger in exchange for a warrant to acquire 15,207 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).

19. Received in connection with the Merger in exchange for a warrant to acquire 1,046 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).

20. Warrants are held by SV A. SV LLC is the general partner of SV A, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the warrants held by such entities.

21. Received in connection with the Merger in exchange for a warrant to acquire 1,046 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).

Remarks:

SV LLC and its managing members disclaim benefical ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that SV LLC or any of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

	/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell	07/17/2013
	** Signature of Reporting Person	Date
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