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^*

ROBERTS BRYAN E

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2014

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

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

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

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)

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)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	296,981⁽²⁾⁽³⁾	$0	I	By Funds⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	223,440⁽²⁾⁽⁵⁾	$0	I	By Funds⁽⁶⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	725,873⁽²⁾⁽⁷⁾	$0	I	By Funds⁽⁸⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	382,913⁽²⁾⁽⁹⁾	$0	I	By Funds⁽¹⁰⁾

Explanation of Responses:

1. The shares will convert into Common Stock immediately prior to the closing of the Issuer's initial public offering. The shares do not have an expiration date.

2. Reflects a 1-for-11 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.

3. Each share of Series A Preferred Stock will automatically convert on a 1-to-1.147541 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

4. Represents an aggregate of 241,743 shares of Series A Preferred Stock held by Venrock Associates IV, L.P. ("VA4"), 49,299 shares of Series A Preferred Stock held by Venrock Partners, L.P. ("VP") and 5,939 shares of Series A Preferred Stock held by Venrock Entrepreneurs Fund IV, L.P. ("VEF4"). The sole general partner of VA4 is Venrock Management IV, LLC ("VM4"). The sole general partner of VP is Venrock Partners Management, LLC ("VPM"). The sole general partner of VEF4 is VEF Management IV, LLC ("VEFM4"). Bryan E. Roberts is a member of each of VM4, VPM and VEFM4 and may be deemed to beneficially own all shares held by VA4, VP and VEF4. Each of Dr. Roberts and VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interests therein.

5. Each share of Series B Preferred Stock will automatically convert on a 1-to-1.328671 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

6. Represents an aggregate of 181,881 shares of Series B Preferred Stock held by VA4, 37,091 shares of Series B Preferred Stock held by VP and 4,468 shares of Series B Preferred Stock held by VEF4. The sole general partner of VA4 is VM4. The sole general partner of VP is VPM. The sole general partner of VEF4 is VEFM4. Bryan E. Roberts is a member of each of VM4, VPM and VEFM4 and may be deemed to beneficially own all shares held by VA4, VP and VEF4. Each of Dr. Roberts and VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interests therein.

7. Each share of Series C Preferred Stock will automatically convert on a 1-to-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

8. Represents an aggregate of 590,861 shares of Series C Preferred Stock held by VA4, 120,495 shares of Series C Preferred Stock held by VP and 14,517 shares of Series C Preferred Stock held by VEF4. The sole general partner of VA4 is VM4. The sole general partner of VP is VPM. The sole general partner of VEF4 is VEFM4. Bryan E. Roberts is a member of each of VM4, VPM and VEFM4 and may be deemed to beneficially own all shares held by VA4, VP and VEF4. Each of Dr. Roberts and VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interests therein.

9. Each share of Series D Preferred Stock will automatically convert on a 1-to-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

10. Represents an aggregate of 311,692 shares of Series D Preferred Stock held by VA4, 63,563 shares of Series D Preferred Stock held by VP and 7,658 shares of Series D Preferred Stock held by VEF4. The sole general partner of VA4 is VM4. The sole general partner of VP is VPM. The sole general partner of VEF4 is VEFM4. Bryan E. Roberts is a member of each of VM4, VPM and VEFM4 and may be deemed to beneficially own all shares held by VA4, VP and VEF4. Each of Dr. Roberts and VM4, VPM and VEFM4 disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interests therein.

Remarks:

	/s/ Bryan E. Roberts	03/11/2014
	** 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).
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