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
ZS Pharma, Inc. [ ZSPH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/23/2014 | ||||||||||||||||||||||||||
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(2)(4)(5) | 06/23/2014 | C | 1,987,292 | A | (1) | 1,987,292 | D | |||
Common Stock(3)(4)(5) | 06/23/2014 | C | 202,691 | A | (1) | 202,691 | D |
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 C Preferred Stock, $0.001 par value per share(2)(4)(5) | (1) | 06/23/2014 | C | 1,987,292 | (1) | (1) | Common Stock | 1,987,292 | $0 | 0 | D | ||||
Series D Preferred Stock, $0.001 par value per share(3)(4)(5) | (1) | 06/23/2014 | C | 202,691 | (1) | (1) | Common Stock | 202,691 | $0 | 0 | D |
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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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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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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. This class of preferred stock (i) converted on a 1-for-1 basis automatically upon the closing of the Issuer's initial public offering and (ii) had no expiration date. |
2. Consists of (a) 1,687,324 shares held directly by 3x5 Special Opportunity Fund, L.P., (b) 235,895 shares held by RiverVest Venture Fund II, L.P. and (c) 64,073 shares held by RiverVest Venture Fund II (Ohio), L.P. |
3. Consists of (a) 172,097 shares held directly by 3x5 Special Opportunity Fund, L.P., (b) 24,060 shares held by RiverVest Venture Fund II, L.P. and (c) 6,534 shares held by RiverVest Venture Fund II (Ohio), L.P. |
4. John P. McKearn, Ph.D. is an authorized person and Thomas Melzer and Jay Schmelter are members of RiverVest 3x5 Special Opportunity Managers, LLC. RiverVest 3x5 Special Opportunity Managers, LLC is a member of 3x5 Special Opportunity Partners, LLC. 3x5 Special Opportunity Partners, LLC is the general partner of 3x5 Special Opportunity Fund, L.P. As an authorized person or member, as the case may be, of RiverVest 3x5 Special Opportunity Managers, LLC, Dr. McKearn, Messrs. Melzer and Schmelter may be deemed to share dispositive voting and investment power with respect to the shares held by such entities. Dr. McKearn, Messrs. Melzer and Schmelter each disclaim beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
5. John P. McKearn, Ph.D. is an authorized person and Thomas Melzer and Jay Schmelter are members of RiverVest Venture Partners II, LLC, the general partner of RiverVest Venture Partners II, L.P. RiverVest Venture Partners II, L.P. is the sole member of RiverVest Venture Partners II (Ohio), LLC, the general partner of RiverVest Venture Fund II (Ohio), L.P. RiverVest Venture Partners II, L.P. is also the general partner of RiverVest Venture Fund II, L.P. As an authorized person or member, as the case may be, of RiverVest Venture Partners II, LLC, Dr. McKearn, Messrs. Melzer and Schmelter may be deemed to share dispositive voting and investment power with respect to the shares held by such entities. Dr. McKearn, Messrs. Melzer and Schmelter disclaim beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
Remarks: |
The following individual is an additional Reporting Person: John P. McKearn with the following contact address: c/o RiverVest Venture Partners 7733 Forsyth Blvd., Ste 1650 St. Louis, MO 63105 |
/s/ John P. McKearn | 06/24/2014 | |
/s/ John P. McKearn | 06/24/2014 | |
** 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. |