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*
Kjellson Nina S

(Last) (First) (Middle)
C/O INTERWEST PARTNERS
2710 SAND HILL ROAD, SECOND FLOOR

(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 A 394,391 A (1) 394,391 I By partnership (2)
Common Stock 07/15/2013 P 431,435 A $6.0264 825,826 I By partnership (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $0.67 07/15/2013 A 5,157 03/30/2012 03/30/2019 Common Stock 5,157 (3) 5,157 I By Partnership (2)
Warrant $0.67 07/15/2013 A 5,157 10/01/2012 10/01/2019 Common Stock 5,157 (3) 5,157 I By Partnership (2)
NQ Stock Option (right to buy) $2.5065 07/15/2013 A 11,969 (4) 08/14/2018 Common Stock 11,969 (5) 11,969 I By Partnership (6)
NQ Stock Option (right to buy) $1.8382 07/15/2013 A 2,992 (7) 02/11/2019 Common Stock 2,992 (8) 2,992 I By partnership (6)
NQ Stock Option (right to buy) $1.8382 07/15/2013 A 2,992 (9) 02/11/2020 Common Stock 2,992 (8) 2,992 I By partnership (6)
Explanation of Responses:
1. Received in exchange for 3,294,998 shares of Common Stock of Ocera Subsidiary, Inc. (f/k/a Ocera Therapeutics, Inc.) in connection with the merger of Ocera Subsidiary, 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"). For each 1 share of Ocera Subsidiary, Inc.'s Common Stock, the reporting person was entitled to receive 0.11969414 shares of the Common Stock of Ocera Therapeutics, Inc. in the Merger. On the effective date of the Merger, the closing price of Ocera Therapeutics Inc.'s Common Stock was $5.70 per share.
2. The shares are held by InterWest Partners IX, LP ("IW9"). InterWest Management Partners IX,LLC ("IMP9") the general partner of IW9, has sole voting and investment control over the shares held by IW9. The Reporting Person serves as a Venture Member of IMP9 and may be deemed to share voting and investment control with respect to the shares held by IW9. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of her respective pecuniary interest therein.
3. Received in exchange for 43,088 shares of Common Stock of Ocera Subsidiary, Inc. (f/k/a Ocera Therapeutics, Inc.) in connection with the Merger. For each 1 share of Ocera Subsidiary, Inc.'s Common Stock, the reporting person was entitled to receive 0.11969414 shares of the Common Stock of Ocera Therapeutics, Inc. in the Merger. On the effective date of the Merger, the closing price of Ocera Therapeutics Inc.'s Common Stock was $5.70 per share.
4. The option was immediately exercisable in full but any shares acquired upon exercise thereof were subject to restrictions on transfer. The option vested (and such transfer restrictions lapsed) as to 25% after one year from the vesting commencement date of August 14, 2008, and thereafter in monthly installments of 1/36th each.
5. Received in connection with 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 $0.30 per share (without giving effect, in either case, to the exchange ratio in the Merger).
6. Includes shares issuable upon exercise of Ocera Subsidiary, Inc options granted to Linda S. Grais, M.D. ("Dr. Grais") while a Venture Member of IMP9 and prior to the Merger, which options are held for the economic benefit of IW9. IMP9 has sole voting and investment control over the shares held by IW9. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of her respective pecuniary interest therein.
7. The option was immediately exercisable in full but any shares acquired upon exercise thereof were subject to restrictions on transfer. The option vested (and such transfer restrictions lapsed) in monthly installments of 1/48th each, commencing January 1, 2009.
8. 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).
9. The option was granted on February 11, 2010 with a vesting commencement date of January 1, 2010. The option is immediately exercisable in full but any shares acquired upon exercise thereof are subject to restrictions on transfer. The option vests (and transfer restrictions lapse) in monthly installments of 1/48th each, which installments commenced February 1, 2010.
/s/ Nina Kjellson 07/17/2013
** Signature of Reporting Person Date
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