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^*

Versant Ventures II LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Achaogen Inc [ AKAO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2014

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	03/17/2014		C		6,290	A	⁽¹⁾	6,341	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	03/17/2014		C		5,399	A	⁽⁶⁾	11,740	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	03/17/2014		C		6,320	A	⁽⁷⁾	18,060	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	03/17/2014		C		5,058	A	⁽⁷⁾	23,118	I	See Footnotes⁽²⁾⁽⁵⁾
Common Stock	03/17/2014		C		2,962	A	⁽¹⁾	3,240	I	See Footnotes⁽⁵⁾⁽³⁾
Common Stock	03/17/2014		C		2,542	A	⁽⁶⁾	5,782	I	See Footnotes⁽⁵⁾⁽³⁾
Common Stock	03/17/2014		C		2,975	A	⁽⁷⁾	8,757	I	See Footnotes⁽⁵⁾⁽³⁾
Common Stock	03/17/2014		C		2,382	A	⁽⁷⁾	11,139	I	See Footnotes⁽⁵⁾⁽³⁾
Common Stock	03/17/2014		C		331,544	A	⁽¹⁾	362,741	I	See Footnotes⁽⁵⁾⁽⁴⁾
Common Stock	03/17/2014		C		284,492	A	⁽⁶⁾	647,233	I	See Footnotes⁽⁵⁾⁽⁴⁾
Common Stock	03/17/2014		C		333,119	A	⁽⁷⁾	980,352	I	See Footnotes⁽⁵⁾⁽⁴⁾
Common Stock	03/17/2014		C		266,543	A	⁽⁷⁾	1,246,895	I	See Footnotes⁽⁵⁾⁽⁴⁾

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 Preferred Stock⁽¹⁾	⁽¹⁾	03/17/2014		C			5,482	⁽⁸⁾	⁽⁹⁾	Common Stock	6,290	⁽¹⁾	0	I	See Footnotes⁽²⁾⁽⁵⁾
Series A Preferred Stock⁽¹⁾	⁽¹⁾	03/17/2014		C			2,582	⁽⁸⁾	⁽⁹⁾	Common Stock	2,962	⁽¹⁾	0	I	See Footnotes⁽⁵⁾⁽³⁾
Series A Preferred Stock⁽¹⁾	⁽¹⁾	03/17/2014		C			288,917	⁽⁸⁾	⁽⁹⁾	Common Stock	331,544	⁽¹⁾	0	I	See Footnotes⁽⁵⁾⁽⁴⁾
Series B Preferred Stock⁽⁶⁾	⁽⁶⁾	03/17/2014		C			4,063	⁽⁸⁾	⁽⁹⁾	Common Stock	5,399	⁽⁶⁾	0	I	See Footnotes⁽²⁾⁽⁵⁾
Series B Preferred Stock⁽⁶⁾	⁽⁶⁾	03/17/2014		C			1,913	⁽⁸⁾	⁽⁹⁾	Common Stock	2,542	⁽⁶⁾	0	I	See Footnotes⁽⁵⁾⁽³⁾
Series B Preferred Stock⁽⁶⁾	⁽⁶⁾	03/17/2014		C			214,118	⁽⁸⁾	⁽⁹⁾	Common Stock	284,492	⁽⁶⁾	0	I	See Footnotes⁽⁵⁾⁽⁴⁾
Series C Preferred Stock⁽⁷⁾	⁽⁷⁾	03/17/2014		C			6,320	⁽⁸⁾	⁽⁹⁾	Common Stock	6,320	⁽⁷⁾	0	I	See Footnotes⁽²⁾⁽⁵⁾
Series C Preferred Stock⁽⁷⁾	⁽⁷⁾	03/17/2014		C			2,975	⁽⁸⁾	⁽⁹⁾	Common Stock	2,975	⁽⁷⁾	0	I	See Footnotes⁽⁵⁾⁽³⁾
Series C Preferred Stock⁽⁷⁾	⁽⁷⁾	03/17/2014		C			333,119	⁽⁸⁾	⁽⁹⁾	Common Stock	333,119	⁽⁷⁾	0	I	See Footnotes⁽⁵⁾⁽⁴⁾
Series D Preferred Stock⁽⁷⁾	⁽⁷⁾	03/17/2014		C			5,058	⁽⁸⁾	⁽⁹⁾	Common Stock	5,058	⁽⁷⁾	0	I	See Footnotes⁽²⁾⁽⁵⁾
Series D Preferred Stock⁽⁷⁾	⁽⁷⁾	03/17/2014		C			2,382	⁽⁸⁾	⁽⁹⁾	Common Stock	2,382	⁽⁷⁾	0	I	See Footnotes⁽⁵⁾⁽³⁾
Series D Preferred Stock⁽⁷⁾	⁽⁷⁾	03/17/2014		C			266,543	⁽⁸⁾	⁽⁹⁾	Common Stock	266,543	⁽⁷⁾	0	I	See Footnotes⁽⁵⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Versant Ventures II LLC

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BUILDING 4, SUITE 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Versant Side Fund II, LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG. 4, STE. 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Versant Affiliates Fund II-A, LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG. 4, STE. 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Versant Venture Capital II, LP

(Last)

(First)

(Middle)

3000 SAND HILL ROAD

BLDG. 4, STE. 210

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series A Preferred Stock automatically converted on a 1-to-1.147541 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering on March 17, 2014.

2. Securities held of record by Versant Affiliates Fund II-A, L.P. ("VAF-IIA").

3. Securities held of record by Versant Side Fund II, L.P. ("VSF II").

4. Securities held of record by Versant Venture Capital II, L.P. ("VVC II").

5. Versant Ventures II, LLC ("VV II") serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no shares directly. Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, and Barbara N. Lubash, as managing directors of VV II, share voting and investment authority over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.

6. Each share of Series B Preferred Stock automatically converted on a 1-to-1.328671 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering on March 17, 2014.

7. Each share of Series C and Series D Preferred Stock automatically converted on a 1-to-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering on March 17, 2014.

8. The shares converted into Common Stock immediately prior to the closing of the Issuer's initial public offering.

9. The shares do not have an expiration date.

Remarks:

	Versant Side Fund II, L.P. By: /s/ Robin L. Praeger, Attorney-in-Fact	03/17/2014
	Versant Venture Capital II, L.P. By: /s/ Robin L. Praeger, Attorney-in-Fact	03/17/2014
	Versant Affiliates Fund II-A, L.P. By: /s/ Robin L. Praeger, Attorney-In-Fact	03/17/2014
	Versant Ventures II, LLC By: /s/ Robin L. Praeger, CFO	03/17/2014
	** Signature of Reporting Person	Date
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