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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc. [ ASPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/10/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 02/10/2014 | C(1) | 5,083,451(2) | A | $0.00 | 5,083,451 | I | See footnote(3) | ||
Common Stock | 02/10/2014 | P | 83,334(4) | A | $12 | 5,166,785 | I | See footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Convertible Preferred Stock | $0.00 | 02/10/2014 | C(1) | 2,289,771 | (5) | (5) | Common Stock | 508,838(6) | $0.00 | 0 | I | See footnote(3) | |||
Series C Convertible Preferred Stock | $0.00 | 02/10/2014 | C(1) | 7,552,207 | (5) | (5) | Common Stock | 1,678,268(7) | $0.00 | 0 | I | See footnote(3) | |||
Series D Convertible Preferred Stock | $0.00 | 02/10/2014 | C(1) | 11,915,254 | (5) | (5) | Common Stock | 2,647,835(8) | $0.00 | 0 | I | See footnote(3) | |||
Series E Convertible Preferred Stock | $0.00 | 02/10/2014 | C(1) | 1,118,298 | (5) | (5) | Common Stock | 248,510(9) | $0.00 | 0 | I | See footnote(3) | |||
Preferred Stock Warrant | $0.862 | 02/10/2014 | C(10) | 296,281 | (11) | 05/22/2014 | Series C Preferred Stock | 296,281(12) | $0.00 | 0 | I | See footnote(3) | |||
Common Stock Warrant | $3.879 | 02/10/2014 | C(10) | 65,839 | (11) | 05/22/2014 | Common Stock | 65,839(13) | $0.00 | 65,839 | I | See footnote(3) | |||
Preferred Stock Warrant | $0.862 | 02/10/2014 | C(10) | 270,687 | (11) | 10/09/2014 | Series C Preferred Stock | 270,687(14) | $0.00 | 0 | I | See footnote(3) | |||
Common Stock Warrant | $3.879 | 02/10/2014 | C(10) | 60,151 | (11) | 10/09/2014 | Common Stock | 60,151(15) | $0.00 | 60,151 | I | See footnote(3) | |||
Preferred Stock Warrant | $0.862 | 02/10/2014 | C(10) | 266,750 | (11) | 01/08/2015 | Series C Preferred Stock | 266,750(16) | $0.00 | 0 | I | See footnote(3) | |||
Common Stock Warrant | $3.879 | 02/10/2014 | C(10) | 59,277 | (11) | 01/08/2015 | Common Stock | 59,277(17) | $0.00 | 59,277 | I | See footnote(3) | |||
Preferred Stock Warrant | $0.862 | 02/10/2014 | C(10) | 763,340 | (11) | 12/15/2016 | Series D Preferred Stock | 763,340(18) | $0.00 | 0 | I | See footnote(3) | |||
Common Stock Warrant | $3.879 | 02/10/2014 | C(10) | 169,630 | (11) | 12/15/2016 | Common Stock | 169,630(19) | $0.00 | 169,630 | I | See footnote(3) | |||
Preferred Stock Warrant | $0.862 | 02/10/2014 | C(10) | 406,032 | (11) | 07/18/2017 | Series D Preferred Stock | 406,032(20) | $0.00 | 0 | I | See footnote(3) | |||
Common Stock Warrant | $3.879 | 02/10/2014 | C(10) | 90,228 | (11) | 07/18/2017 | Common Stock | 90,228(21) | $0.00 | 90,228 | I | See footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock. Every 4.5 shares of preferred stock converted into one share of common stock. |
2. Includes 5,012,284 shares held in the name of Thomas, McNerney & Partners II, L.P. ("TMP II"); 52,359 shares held in the name of TMP Nominee II, LLC ("TMPN II"); and 18,808 shares held in the name of TMP Associates II, L.P. ("TMPA II"). |
3. The securities are held in the name of TMP II, TMPN II and TMPA II. Thomas, McNerney & Partners II, LLC (TMP II LLC) is the general partner of TMP II and TMPA II. Alex Zisson is a manager of TMP II LLC and TMPN II and has shared voting and dispositive power of the securities held by TMP II and TMPA II, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
4. The securities are held as follows: 82,167 shares by TMP II, 859 shares by TMPN II and 308 shares by TMPA II. |
5. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. |
6. The securities are held as follows: 501,714 shares by TMP II, 5,241 shares by TMPN II and 1,883 shares by TMPA II. |
7. The securities are held as follows: 1,654,773 shares by TMP II, 17,286 shares by TMPN II and 6,209 shares by TMPA II. |
8. The securities are held as follows: 2,610,765 shares by TMP II, 27,273 shares by TMPN II and 9,797 shares by TMPA II. |
9. The securities are held as follows: 245,032 shares by TMP II, 2,559 shares by TMPN II and 919 shares by TMPA II. |
10. Automatic conversion, in connection with the Issuer's initial public offering, of warrants to purchase convertible preferred stock into warrants to purchase common stock. Every 4.5 shares of preferred stock converted into 1 share of common stock. |
11. The warrant is immediately exercisable. |
12. The securities are held as follows: 292,134 shares by TMP II, 3,051 shares by TMPN II and 1,096 shares by TMPA II. |
13. The securities are held as follows: 64,918 shares by TMP II, 678 shares by TMPN II and 243 shares by TMPA II. |
14. The securities are held as follows: 266,898 shares by TMP II, 2,788 shares by TMPN II and 1,001 shares by TMPA II. |
15. The securities are held as follows: 59,310 shares by TMP II, 619 shares by TMPN II and 222 shares by TMPA II. |
16. The securities are held as follows: 263,016 shares by TMP II, 2,747 shares by TMPN II and 987 shares by TMPA II. |
17. The securities are held as follows: 58,448 shares by TMP II, 610 shares by TMPN II and 219 shares by TMPA II. |
18. The securities are held as follows: 752,654 shares by TMP II, 7,862 shares by TMPN II and 2,824 shares by TMPA II. |
19. The securities are held as follows: 167,256 shares by TMP II, 1,747 shares by TMPN II and 627 shares by TMPA II. |
20. The securities are held as follows: 400,348 shares by TMP II, 4,182 shares by TMPN II and 1,502 shares by TMPA II. |
21. The securities are held as follows: 88,966 shares by TMP II, 929 shares by TMPN II and 333 shares by TMPA II. |
Remarks: |
Thomas, McNerney & Partners II, L.P. By: Thomas, McNerney & Partners II, LLC By: /s/ Alex Zisson, Manager | 02/10/2014 | |
TMP Associates II, L.P., By: Thomas, McNerney & Partners II, LLC, By: /s/ Alex Zisson, Manager | 02/10/2014 | |
TMP Nominee II, LLC, By: /s/ Alex Zisson, Manager | 02/10/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |