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* ROBERTS BRYAN E (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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) X 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) 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	03/17/2014		C		340,797	A	(1)	340,797	I	By Funds(6)
Common Stock	03/17/2014		C		296,878	A	(4)	637,675	I	By Funds(7)
Common Stock	03/17/2014		C		725,873	A	(5)	1,363,548	I	By Funds(8)
Common Stock	03/17/2014		C		382,913	A	(5)	1,746,461	I	By Funds(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
Series A Preferred Stock	(1)	03/17/2014		C			296,981	(2)	(2)	Common Stock	340,797	(1)	0	I	By Funds(3)
Series B Preferred Stock	(4)	03/17/2014		C			223,440	(2)	(2)	Common Stock	296,878	(4)	0	I	By Funds(3)
Series C Preferred Stock	(5)	03/17/2014		C			725,873	(2)	(2)	Common Stock	725,873	(5)	0	I	By Funds(3)
Series D Preferred Stock	(5)	03/17/2014		C			382,913	(5)	(5)	Common Stock	382,913	(5)	0	I	By Funds(3)

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

3. Represents shares held by Venrock Associates IV, L.P. ("VA4"), shares held by Venrock Partners, L.P. ("VP") and shares 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.

4. 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.

5. 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.

6. Represents 277,410 shares of Common Stock held by VA4, 56,572 shares of Common Stock held by VP and 6,815 shares of Common Stock held by VEF4. 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. Represents 519,070 shares of Common Stock held by VA4, 105,854 shares of Common Stock held by VP and 12,751 shares of Common Stock held by VEF4. 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.

8. Represents 1,109,931 shares of Common Stock held by VA4, 226,349 shares of Common Stock held by VP and 27,268 shares of Common Stock held by VEF4. 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. Represents 1,421,623 shares of Common Stock held by VA4, 289,912 shares of Common Stock held by VP and 34,926 shares of Common Stock held by VEF4. 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	03/17/2014
	** 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 4 (b)(v).
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