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* ADVENT VENTURE PARTNERS LLP (Last) (First) (Middle) 25 BUCKINGHAM GATE (Street) LONDON X0 SW1E6LD (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/24/2013	3. Issuer Name and Ticker or Trading Symbol Conatus Pharmaceuticals Inc [ CNAT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(2)	Common Stock	1,212,117	$0.00	I	See footnotes(3)(4)
Series B Preferred Stock	(1)	(2)	Common Stock	675,970	$0.00	I	See footnotes(4)(5)
Warrants to Purchase Shares of Series A Preferred	(6)	(7)	Series A Preferred Stock	577,599	$0.01	I	See footnotes(4)(8)
Warrants to Purchase Shares of Series B Preferred	(6)	05/30/2018	Series B Preferred Stock	76,667	$0.9	I	See footnotes(4)(9)

Explanation of Responses:

1. Immediately convertible/exercisable.

2. The shares are not subject to expiration.

3. Represents 431,971, 211,668, 59,044, 116,139, 16,710, 13,925, 4,177, 354,934 and 3,549 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.

4. Advent Venture Partners LLP owns 100% of Advent Management III Limited, which is General Partner ("GP") of Advent Management III Limited Partnership, which is GP of each of Advent Private Equity Fund III "A", Advent Private Equity Fund III "B", Advent Private Equity Fund III "C", Advent Private Equity Fund III "D" and Advent Private Equity Fund III Affiliates. Advent Venture Partners LLP also owns 100% of Advent Limited and Advent Private Equity Fund IV. Advent Limited owns 100% of Advent Private Equity GmbH, which is GP of Advent Private Equity Fund III GmbH & Co. KG. Voting and investment power over the shares held by each named fund may be deemed to be shared with Advent Venture Partners LLP due to the affiliate relationship.

5. Represents 240,901, 118,043, 32,927, 64,768, 9,319, 7,765, 2,329, 197,939 and 1,979 shares held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.

6. Immediately exercisable.

7. The warrants will expire upon the closing of the Issuer's initial public offering.

8. Represents 205,845, 100,865, 28,135, 55,342, 7,962, 6,635, 1,990, 169,135 and 1,690 shares of Series A Preferred Stock issuable upon the exercise of the warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.

9. Represents 27,322, 13,388, 3,735, 7,346, 1,057, 881, 264, 22,450 and 224 shares of Series B Preferred Stock issuable upon the exercise of the warrants held by Advent Private Equity Fund III 'A', Advent Private Equity Fund III 'B', Advent Private Equity Fund III 'C', Advent Private Equity Fund III 'D', Advent Private Equity Fund III GmbH & Co KG, Advent Private Equity Fund III Affiliates, Advent Management III Limited Partnership, Advent Private Equity Fund IV, and Advent Management IV Limited Partnership, respectively.

Remarks:

	/s/ Charles J. Cashion, Attorney-in-Fact for Advent Venture Partners LLP	07/24/2013
	** Signature of Reporting Person	Date
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