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*
MEDIPHASE VENTURE PARTNERS II LP

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON MA 02458

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TETRAPHASE PHARMACEUTICALS INC [ TTPH ]
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)
03/25/2013
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 03/25/2013 C 13,793 A (1) 13,793 (2) D
Common Stock 03/25/2013 C 13,793 A (1) 28,160 (3) D
Common Stock 03/25/2013 C 27,586 A (1) 56,321 (4) D
Common Stock 03/25/2013 C 17,991 A (1) 31,784 (2) D
Common Stock 03/25/2013 C 17,991 A (1) 46,151 (3) D
Common Stock 03/25/2013 C 35,982 A (1) 92,303 (4) D
Common Stock 03/25/2013 C 73,535 A (1) 105,319 (2) D
Common Stock 03/25/2013 C 106,776 A (1) 152,927 (3) D
Common Stock 03/25/2013 C 213,552 A (1) 305,855 (4) D
Common Stock 03/25/2013 C 313,845 A (1) 419,164 (2) D
Common Stock 03/25/2013 C 95,226 A (1) 248,153 (3) D
Common Stock 03/25/2013 C 295,068 A (1) 600,923 (4) D
Common Stock 03/25/2013 C 100,591 A (1) 100,591 (5) D
Common Stock 03/25/2013 P 164,285 A $7 765,208 (4) D
Common Stock 03/25/2013 P 121,428 A $7 540,592 (2) D
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-1 Convertible Participating Preferred Stock (1) 03/25/2013 C 400,000 (1) (6) Common Stock 13,793 (1) (2) $0 0 D
Series A-1 Convertible Participating Preferred Stock (1) 03/25/2013 C 400,000 (1) (6) Common Stock 13,793 (1) (3) $0 0 D
Series A-1 Convertible Participating Preferred Stock (1) 03/25/2013 C 800,000 (1) (6) Common Stock 27,586 (1) (4) $0 0 D
Series A-2 Convertible Participating Preferred Stock (1) 03/25/2013 C 521,739 (1) (6) Common Stock 17,991 (1) (2) $0 0 D
Series A-2 Convertible Participating Preferred Stock (1) 03/25/2013 C 521,739 (1) (6) Common Stock 17,991 (1) (3) $0 0 D
Series A-2 Convertible Participating Preferred Stock (1) 03/25/2013 C 1,043,478 (1) (6) Common Stock 35,982 (1) (4) $0 0 D
Series B Convertible Participating Preferred Stock (1) 03/25/2013 C 2,132,517 (1) (6) Common Stock 73,555 (1) (2) $0 0 D
Series B Convertible Participating Preferred Stock (1) 03/25/2013 C 3,096,509 (1) (6) Common Stock 106,776 (1) (3) $0 0 D
Series B Convertible Participating Preferred Stock (1) 03/25/2013 C 6,193,019 (1) (6) Common Stock 213,552 (1) (4) $0 0 D
Series C Convertible Participating Preferred Stock (1) 03/25/2013 C 9,101,517 (1) (6) Common Stock 313,845 (1) (2) $0 0 D
Series C Convertible Participating Preferred Stock (1) 03/25/2013 C 2,761,571 (1) (6) Common Stock 95,226 (1) (3) $0 0 D
Series C Convertible Participating Preferred Stock (1) 03/25/2013 C 8,556,982 (1) (6) Common Stock 295,068 (1) (4) $0 0 D
Series C Convertible Participating Preferred Stock (1) 03/25/2013 C 2,917,152 (1) (6) Common Stock 100,591 (1) (5) $0 0 D
1. Name and Address of Reporting Person*
MEDIPHASE VENTURE PARTNERS II LP

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON MA 02458

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mediphase Venture Partners (DP&UP) Limited Partnership

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON MA 02458

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mediphase Venture Partners II (Annex Fund) Limited Partnership

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON MA 02458

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mediphase Venture Partners II (Select Fund) Limited Partnership

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON 02458

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mediphase II LLC

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON MA 02458

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mediphase (DP&UP) LLC

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON MA 02458

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mediphase II (Annex Fund) LLC

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON MA 02458

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mediphase II (Select Fund) LLC

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON MA 02458

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Miller Lawrence G.

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON MA 02458

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Howard Paul Anthony

(Last) (First) (Middle)
1 GATEWAY CENTER, SUITE 407

(Street)
NEWTON MA 02458

(City) (State) (Zip)
Explanation of Responses:
1. The Series A-1, Series A-2, Series B and Series C Convertible Preferred Stock converted into Common Stock on a 1-for-29 basis upon the closing of the issuer's initial public offering without payment of consideration.
2. These securities are held solely by Mediphase Venture Partners (DP & UP) Limited Partnership. Mediphase Venture Partners (DP & UP) LLC is the general partner of Mediphase Venture Partners (DP & UP) Limited Partnership. The members of Mediphase(DP & UP) LLC are Lawrence Miller and Paul Howard. Mediphase(DP & UP) LLC and each of these individuals exercises shared voting and investment power over the shares held of record by Mediphase Venture Partners (DP & UP) Limited Partnership. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
3. These securities are held solely by Mediphase Venture Partners II (Annex Fund) Limited Partnership. Mediphase II (Annex Fund) LLC is the general partner of Mediphase Venture Partners II (Annex Fund) Limited Partnership. The members of Mediphase II (Annex Fund) LLC are Lawrence Miller and Paul Howard. Mediphase II (Annex Fund) LLC and each of these individuals exercises shared voting and investment power over the shares held of record by Mediphase Venture Partners II (Annex Fund) Limited Partnership. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
4. These securities are held solely by Mediphase Venture Partners II Limited Partnership. Mediphase II LLC is the general partner of Mediphase Venture Partners II Limited Partnership. The members of Mediphase II LLC are Lawrence Miller and Paul Howard. Mediphase II LLC and each of these individuals exercises shared voting and investment power over the shares held of record by Mediphase Venture Partners II Limited Partnership. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
5. These securities are held solely by Mediphase II (Select Fund) Limited Partnership. Mediphase II (Select Fund) LLC is the general partner of Mediphase Venture Partners II (Select Fund) L.P. The members of Mediphase II (Select Fund) LLC are Lawrence Miller and Paul Howard. Mediphase II (Select Fund) LLC and each of these individuals exercises shared voting and investment power over the shares held of record by Mediphase Venture Partners II (Select Fund) L.P. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
6. Not Applicable
Mediphase Venture Partners II Limited Partnership By: Mediphase II LLC, its General Partner By: /s/ Paul Howard, its Managing Member 03/27/2013
Mediphase Venture Partners (DP & UP) Limited Partnership By: Mediphase (DP & UP) LLC, its General Partner By: /s/ Paul Howard, its Managing Member 03/27/2013
Mediphase Venture Partners II (Annex Fund) Limited Partnership By: Mediphase II (Annex Fund) LLC, its General Partner By: /s/ Paul Howard, its Managing Member 03/27/2013
Mediphase Venture Partners II (Select Fund) Limited Partnership By: Mediphase II (Select Fund) LLC, its General Partner By: /s/ Paul Howard, its Managing Member 03/27/2013
Mediphase II LLC By: /s/ Paul Howard, its Managing Member 03/27/2013
Mediphase (DP & UP) LLC By: /s/ Paul Howard, its Managing Member 03/27/2013
Mediphase II (Annex Fund) LLC By: /s/ Paul Howard, its Managing Member 03/27/2013
Mediphase II (Select Fund) LLC By: /s/ Paul Howard, its Managing Member 03/27/2013
/s/ Lawrence Miller 03/27/2013
/s/ Paul Howard 03/27/2013
** Signature of Reporting Person Date
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