SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

02458

(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^*

Mediphase Venture Partners (DP&UP) Limited Partnership

(Last)

(First)

(Middle)

1 GATEWAY CENTER, SUITE 407

(Street)

NEWTON

02458

(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^*

Mediphase Venture Partners II (Annex Fund) Limited Partnership

(Last)

(First)

(Middle)

1 GATEWAY CENTER, SUITE 407

(Street)

NEWTON

02458

(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^*

Mediphase Venture Partners II (Select Fund) Limited Partnership

(Last)

(First)

(Middle)

1 GATEWAY CENTER, SUITE 407

(Street)

NEWTON

02458

(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^*

Mediphase II LLC

(Last)

(First)

(Middle)

1 GATEWAY CENTER, SUITE 407

(Street)

NEWTON

02458

(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^*

Mediphase (DP&UP) LLC

(Last)

(First)

(Middle)

1 GATEWAY CENTER, SUITE 407

(Street)

NEWTON

02458

(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^*

Mediphase II (Annex Fund) LLC

(Last)

(First)

(Middle)

1 GATEWAY CENTER, SUITE 407

(Street)

NEWTON

02458

(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^*

Mediphase II (Select Fund) LLC

(Last)

(First)

(Middle)

1 GATEWAY CENTER, SUITE 407

(Street)

NEWTON

02458

(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^*

Miller Lawrence G.

(Last)

(First)

(Middle)

1 GATEWAY CENTER, SUITE 407

(Street)

NEWTON

02458

(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^*

Howard Paul Anthony

(Last)

(First)

(Middle)

1 GATEWAY CENTER, SUITE 407

(Street)

NEWTON

02458

(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. 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
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.