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^*

OSTRO MARC

(Last)

(First)

(Middle)

508 WRANGLER DRIVE, SUITE 100

(Street)

COPPELL

75019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2014

3. Issuer Name and Ticker or Trading Symbol
ZS Pharma, Inc. [ ZSPH ]

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)
Common Stock	9,748	I	See Footnotes⁽¹⁾⁽²⁾

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 B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,422,901⁽²⁾	⁽³⁾	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	824,913⁽²⁾	⁽³⁾	I	See Footnote⁽⁴⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	168,910⁽²⁾	⁽³⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. Devon Park Associates, L.P. is the holder of record of 9,748 shares of common stock. Devon Park Associates, LLC is the general partner of Devon Park Associates, L.P., which is the general partner of Devon Park Bioventures, L.P. Messrs. Marc Ostro, Christopher Moller and Devang Kantesaria are the founding members and managing members of Devon Park Associates, LLC. Each such managing member (the "Founding Member") may be deemed to have shared voting and investment power over the shares beneficially owned by Devon Park Associates, L.P. and Devon Park Associates, LLC as described above. Each Founding Member disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Founding Members are the beneficial owners of such securities for Section 16 or any other purpose.

2. Reflect a 1-for-2.56437 reverse stock split of the Issuer's common stock to be effected prior to the effectiveness of the registration statement for the initial public offering of the Issuer's common stock ("IPO").

3. Immediately prior to the consummation of the IPO, all outstanding shares of the convertible preferred stock reported herein will be converted into shares of the common stock of the Issuer on a one-to-one basis.

4. Devon Park Bioventures, L.P. is the holder of record of shares of Series B, Series C, and Series D Preferred Stock reported herein. Devon Park Associates, LLC is the general partner of Devon Park Associates, L.P., which is the general partner of Devon Park Bioventures, L.P., and the Founding Members are managing members of Devon Park Associates, LLC. Each Founding Member may be deemed to have shared voting and investment power over the shares beneficially owned by the funds as described above. Each Founding Member disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Founding Members are the beneficial owners of such securities for Section 16 or any other purpose.

Remarks:

	/s/Marc Ostro	06/17/2014
	** 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 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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