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*
DEVON PARK BIOVENTURES LP

(Last) (First) (Middle)
1400 LIBERTY RIDGE DRIVE, SUITE 103

(Street)
WAYNE PA 19087

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ZS Pharma, Inc. [ ZSPH ]
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)
06/23/2014
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)
Code V Amount (A) or (D) Price
Common Stock 9,748(1) I See Footnote(1)
Common Stock 06/23/2014 C 1,422,901 A (3) 1,432,649 D(2)
Common Stock 06/23/2014 C 824,913 A (3) 2,257,562 D(2)
Common Stock 06/23/2014 C 168,910 A (3) 2,426,472 D(2)
Common Stock 06/23/2014 P 160,000 A $18 2,586,472 D(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
Series B Preferred Stock (3) 06/23/2014 C 1,422,901 (3) (3) Common Stock 1,422,901 $0.00 0 D(2)
Series C Preferred Stock (3) 06/23/2014 C 824,913 (3) (3) Common Stock 824,913 $0.00 0 D(2)
Series D Preferred Stock (3) 06/23/2014 C 168,910 (3) (3) Common Stock 168,910 $0.00 0 D(2)
1. Name and Address of Reporting Person*
DEVON PARK BIOVENTURES LP

(Last) (First) (Middle)
1400 LIBERTY RIDGE DRIVE, SUITE 103

(Street)
WAYNE PA 19087

(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*
Devon Park Associates, L.P.

(Last) (First) (Middle)
1400 LIBERTY RIDGE DRIVE, SUITE 103

(Street)
WAYNE PA 19087

(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*
Devon Park Associates, LLC

(Last) (First) (Middle)
1400 LIBERTY RIDGE DRIVE, SUITE 103

(Street)
WAYNE PA 19087

(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. Devon Park Associates, L.P. is the holder of record of 9,748 shares of common stock of the Issuer ("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 directors of Devon Park Associates, LLC. Each such founding 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. Devon Park Bioventures, L.P. is the holder of record of shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock ("Preferred Stock"), shares of Common Stock issued upon conversion of the Preferred Stock and the 160,000 shares of Common Stock purchased as reported by this Form 4. 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. The Founding Members are the managing directors of Devon Park Associates, LLC and each such 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.
3. The shares of Preferred Stock were converted into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
Remarks:
/s/ Devang Kantesaria 06/23/2014
** 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).
** 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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