SEC FORM 3

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^*

5AM Partners II, LLC

(Last)

(First)

(Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/14/2013

3. Issuer Name and Ticker or Trading Symbol
Relypsa Inc [ RLYP ]

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)

	Form filed by One Reporting Person
X	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)
Common Stock	21,260⁽¹⁾	I	See Footnotes⁽²⁾⁽⁴⁾
Common Stock	838⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	757,187⁽¹⁾⁽⁷⁾	$0.00	I	See Footnotes⁽²⁾⁽⁴⁾
Series A-1 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	29,876⁽¹⁾⁽⁷⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Series B-1 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	386,754⁽¹⁾⁽⁸⁾	$0.00	I	See Footnotes⁽²⁾⁽⁴⁾
Series B-1 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	15,260⁽¹⁾⁽⁸⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Series B-2 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	576,958⁽¹⁾⁽⁹⁾	$0.00	I	See Footnotes⁽²⁾⁽⁴⁾
Series B-2 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	22,765⁽¹⁾⁽⁹⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Series C-1 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	207,347⁽¹⁾⁽¹⁰⁾	$0.00	I	See Footnotes⁽²⁾⁽⁴⁾
Series C-1 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	8,181⁽¹⁾⁽¹⁰⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Series C-2 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	47,849⁽¹⁾⁽¹¹⁾	$0.00	I	See Footnotes⁽²⁾⁽⁴⁾
Series C-2 Preferred Stock	⁽⁵⁾	⁽⁶⁾	Common Stock	1,888⁽¹⁾⁽¹¹⁾	$0.00	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	⁽¹²⁾	⁽¹³⁾	Series B-1 Preferred Stock⁽¹⁴⁾	25,208⁽¹⁾	$13.502⁽¹⁾	I	See Footnotes⁽²⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	⁽¹²⁾	⁽¹³⁾	Series B-1 Preferred Stock⁽¹⁴⁾	994⁽¹⁾	$13.502⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	⁽¹²⁾	⁽¹⁵⁾	Series C-1 Preferred Stock⁽¹⁶⁾	74,281⁽¹⁾	$0.17⁽¹⁾	I	See Footnotes⁽²⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	⁽¹²⁾	⁽¹⁵⁾	Series C-1 Preferred Stock⁽¹⁶⁾	2,931⁽¹⁾	$0.17⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	⁽¹²⁾	⁽¹⁵⁾	Series C-2 Preferred Stock⁽¹⁷⁾	17,141⁽¹⁾	$0.17⁽¹⁾	I	See Footnotes⁽²⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	⁽¹²⁾	⁽¹⁵⁾	Series C-2 Preferred Stock⁽¹⁷⁾	676⁽¹⁾	$0.17⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

5AM Partners II, LLC

(Last)

(First)

(Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK

94025

(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^*

5AM Ventures II LP

(Last)

(First)

(Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK

94025

(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^*

5AM CO-INVESTORS II LP

(Last)

(First)

(Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK

94025

(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. Reflects a 1-for-17.2 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.

2. Shares held by 5AM Ventures II, L.P.

3. Shares held by 5AM Co-Investors II, L.P.

4. 5AM Partners II, LLC is the general partner of 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. 5AM Partners II, LLC may be deemed to have shared voting and investment power over the shares held by 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. 5AM Partners II, LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein.

5. The shares are immediately convertible.

6. The shares do not have an expiration date.

7. Each share of Series A-1 Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

8. Each share of Series B-1 Preferred Stock will automatically convert on a 1.47003745318352-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

9. Each share of Series B-2 Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

10. Each share of Series C-1 Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

11. Each share of Series C-2 Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

12. This warrant is immediately exercisable.

13. Unless earlier exercised, this warrant shall terminate upon the closing of the Issuer's initial public offering.

14. Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series B-1 Preferred Stock will automatically convert on a 1.47003745318352-for-1 basis into a warrant to purchase shares of Common Stock.

15. This warrant shall automatically net exercise immediately prior to the closing of the initial public offering.

16. Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-1 Preferred Stock will automatically convert on a 1-for-1 basis into a warrant to purchase shares of Common Stock.

17. Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-2 Preferred Stock will automatically convert on a 1-for-1 basis into a warrant to purchase shares of Common Stock.

	/s/ Ronald A. Krasnow, as Attorney-in-Fact for 5AM Partners II, LLC	11/14/2013
	/s/ Ronald A. Krasnow, as Attorney-in-Fact for 5AM Ventures II, L.P.	11/14/2013
	/s/ Ronald A. Krasnow, as Attorney-in-Fact for 5AM Co-Investors II, L.P.	11/14/2013
	** 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 5 (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).
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