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*
Flagship Ventures Fund 2004 L P

(Last) (First) (Middle)
1 MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(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 72,068 A (1) 72,068 (2) D
Common Stock 03/25/2013 C 94,003 A (1) 166,071 (2) D
Common Stock 03/25/2013 C 393,863 A (1) 559,934 (2) D
Common Stock 03/25/2013 C 331,953 A (1) 891,887 (2) D
Common Stock 03/25/2013 C 673,962 A (1) 673,962 (3) D
Common Stock 03/25/2013 P 491,824 A $7 1,165,786 (3) 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 2,090,000 (1) (4) Common Stock 72,068 (1) (2) $0 0 D
Series A-2 Convertible Participating Preferred Stock (1) 03/25/2013 C 2,726,088 (1) (4) Common Stock 94,003 (1) (2) $0 0 D
Series B Convertible Participating Preferred Stock (1) 03/25/2013 C 11,422,045 (1) (4) Common Stock 393,863 (1) (2) $0 0 D
Series C Convertible Participating Preferred Stock (1) 03/25/2013 C 9,626,604 (1) (4) Common Stock 331,953 (1) (2) $0 0 D
Series C Convertible Participating Preferred Stock (1) 03/25/2013 C 19,544,924 (1) (4) Common Stock 673,962 (1) (3) $0 0 D
1. Name and Address of Reporting Person*
Flagship Ventures Fund 2004 L P

(Last) (First) (Middle)
1 MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flagship Ventures Fund 2007, L.P.

(Last) (First) (Middle)
1 MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flagship Ventures 2007 General Partner LLC

(Last) (First) (Middle)
1 MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Flagship Ventures General Partner LLC

(Last) (First) (Middle)
1 MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AFEYAN NOUBAR

(Last) (First) (Middle)
1 MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
1. Name and Address of Reporting Person*
KANIA EDWIN M JR

(Last) (First) (Middle)
1 MEMORIAL DRIVE, 7TH FLOOR

(Street)
CAMBRIDGE MA 02142

(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. Held by Flagship Ventures Fund 2004, L.P. ("Flagship 2004"). Flagship Ventures General Partner LLC ("Flagship LLC") is the general partner of Flagship Ventures Fund 2004, L.P. Noubar B. Afeyan Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship LLC. Flagship LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship 2004. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
3. Held by Flagship Ventures Fund 2007, L.P. ("Flagship 2007"). Flagship Ventures 2007 General Partner, LLC ("Flagship 2007 LLC") is the general partner of Flagship 2007. Noubar B. Afeyan Ph.D. and Edwin M. Kania, Jr. are the managers of Flagship 2007 LLC. Flagship 2007 LLC and each of these individuals may be deemed to share voting and investment power with respect to all shares held by Flagship 2007. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.
4. Not Applicable.
/s/ Noubar B. Afeyan Ph. D., for Flagship Ventures Fund 2004, L.P. as Manager of Flagship Ventures General Partner LLC, its General Partner 03/27/2013
/s/ Noubar B. Afeyan Ph. D., for Flagship Ventures Fund 2007, L.P. as Manager of Flagship Ventures 2007 General Partner LLC, its General Partner 03/27/2013
/s/ Noubar B. Afeyan Ph. D., as Manager of Flagship Ventures 2007 General Partner LLC 03/27/2013
/s/ Noubar B. Afeyan Ph. D., as Manager of Flagship Ventures General Partner LLC 03/27/2013
/s/ Noubar B. Afeyan Ph. D. 03/27/2013
/s/ Edwin M. Kania, Jr. 03/27/2013
** Signature of Reporting Person Date
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