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^*

Lubner David Charles

(Last)

(First)

(Middle)

480 ARSENAL ST. SUITE 110

(Street)

WATERTOWN

02472

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/19/2013

3. Issuer Name and Ticker or Trading Symbol
TETRAPHASE PHARMACEUTICALS INC [ TTPH ]

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

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

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	11,379⁽¹⁾	D

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)
Employee Stock Option (right to buy)	⁽²⁾	06/05/2022	Common Stock	54,973⁽¹⁾	$2.03⁽¹⁾	D
Employee Stock Option (right to buy)	⁽³⁾	06/27/2020	Common Stock	40,979⁽¹⁾	$2.03⁽¹⁾	D
Employee Stock Option (right to buy)	⁽⁴⁾	09/10/2019	Common Stock	34,482⁽¹⁾	$0.87⁽¹⁾	D
Series A-1 Convertible Participating Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	1,379⁽⁵⁾	⁽⁵⁾	D
Series A-2 Convertible Participating Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	1,799⁽⁵⁾	⁽⁵⁾	D
Series B Convertible Participating Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	3,096⁽⁵⁾	⁽⁵⁾	D
Series C Convertible Participating Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	4,023⁽⁵⁾	⁽⁵⁾	D

Explanation of Responses:

1. Reflects a one-for-twenty-nine reverse stock split effected on March 5, 2013.

2. Vested as to 10,307 shares, with further vesting as to an additional 3,436 shares on 6/6/2013 and at the end of each successive three-month period until 6/6/2016.

3. Vested as to 28,173 shares, with further vesting as to an additional 2,561 shares on 6/18/2013 and at the end of each successive three-month period until 6/18/2014.

4. Vested as to 31,612 shares, with further vesting as to an additional 1,435 shares on 6/11/2013 and 9/11/2013.

5. Convertible into Common Stock on a 1-for-29 basis without payment of further consideration. Each share will automatically convert into 1/29th of a share of Common Stock upon the closing of the Issuer's initial public offering.

6. Not Applicable

	/s/ David C. Lubner	03/19/2013
	** 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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