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

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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^*

5AM Partners II, LLC

(Last)

(First)

(Middle)

2200 SAND HILL ROAD, SUITE 110

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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)
11/20/2013

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	11/20/2013		C		757,187⁽¹⁾⁽²⁾	A	⁽²⁾	778,447⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		C		568,542⁽¹⁾⁽⁵⁾	A	⁽⁵⁾	1,346,989⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		C		576,958⁽¹⁾⁽⁶⁾	A	⁽⁶⁾	1,923,947⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		C		207,347⁽¹⁾⁽⁷⁾	A	⁽⁷⁾	2,131,294⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		C		47,849⁽¹⁾⁽⁸⁾	A	⁽⁸⁾	2,179,143⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		M		37,056⁽¹⁾	A	$9.1848⁽¹⁾	2,216,199⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		F		30,942⁽¹⁾⁽⁹⁾	D	$11⁽¹⁾	2,185,257⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		M		74,281⁽¹⁾	A	$0.17⁽¹⁾	2,259,538⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		F		1,162⁽¹⁾⁽⁹⁾	D	$11⁽¹⁾	2,258,376⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		M		17,141⁽¹⁾	A	$0.17⁽¹⁾	2,275,517⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		F		269⁽¹⁾⁽⁹⁾	D	$11⁽¹⁾	2,275,248⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		C		29,876⁽¹⁾⁽²⁾	A	⁽²⁾	30,714⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	11/20/2013		C		22,432⁽¹⁾⁽⁵⁾	A	⁽⁵⁾	53,146⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	11/20/2013		C		22,765⁽¹⁾⁽⁶⁾	A	⁽⁶⁾	75,911⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	11/20/2013		C		8,181⁽¹⁾⁽⁷⁾	A	⁽⁷⁾	84,092⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	11/20/2013		C		1,888⁽¹⁾⁽⁸⁾	A	⁽⁸⁾	85,980⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	11/20/2013		M		1,461⁽¹⁾	A	$9.1848⁽¹⁾	87,441⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	11/20/2013		F		1,220⁽¹⁾⁽⁹⁾	D	$11⁽¹⁾	86,221⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	11/20/2013		M		2,931⁽¹⁾	A	$0.17⁽¹⁾	89,152⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	11/20/2013		F		46⁽¹⁾⁽⁹⁾	D	$11⁽¹⁾	89,106⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	11/20/2013		M		676⁽¹⁾	A	$0.17⁽¹⁾	89,782⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Common Stock	11/20/2013		F		11⁽¹⁾⁽⁹⁾	D	$11⁽¹⁾	89,771⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾

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 Preferred Stock	⁽²⁾	11/20/2013		C			757,187⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	757,187⁽¹⁾⁽²⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series B-1 Preferred Stock	⁽⁵⁾	11/20/2013		C			386,754⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	568,542⁽¹⁾⁽⁵⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series B-2 Preferred Stock	⁽⁶⁾	11/20/2013		C			576,958⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	576,958⁽¹⁾⁽⁶⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series C-1 Preferred Stock	⁽⁷⁾	11/20/2013		C			207,347⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	207,347⁽¹⁾⁽⁷⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series C-2 Preferred Stock	⁽⁸⁾	11/20/2013		C			47,849⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	47,849⁽¹⁾⁽⁸⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series A-1 Preferred Stock	⁽²⁾	11/20/2013		C			29,876⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	29,876⁽¹⁾⁽²⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Series B-1 Preferred Stock	⁽⁵⁾	11/20/2013		C			15,260⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	22,432⁽¹⁾⁽⁵⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Series B-2 Preferred Stock	⁽⁶⁾	11/20/2013		C			22,765⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	22,765⁽¹⁾⁽⁶⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Series C-1 Preferred Stock	⁽⁷⁾	11/20/2013		C			8,181⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	8,181⁽¹⁾⁽⁷⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Series C-2 Preferred Stock	⁽⁸⁾	11/20/2013		C			1,888⁽¹⁾	⁽¹¹⁾	⁽¹²⁾	Common Stock	1,888⁽¹⁾⁽⁸⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Warrant to Purchase Preferred Stock	$13.502⁽¹⁾⁽¹³⁾	11/20/2013		J			25,208⁽¹⁾⁽¹³⁾	⁽¹⁴⁾	11/20/2013	Series B-1 Preferred Stock	25,208⁽¹⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$9.1848⁽¹⁾⁽¹³⁾	11/20/2013		J		37,056⁽¹⁾⁽¹³⁾		⁽¹⁴⁾	11/20/2013	Common Stock	37,056⁽¹⁾	$0.00	37,056⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$9.1848⁽¹⁾⁽¹³⁾	11/20/2013		M			37,056⁽¹⁾⁽¹³⁾	⁽¹⁴⁾	11/20/2013	Common Stock	37,056⁽¹⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	$0.17⁽¹⁾⁽¹⁵⁾	11/20/2013		J			74,281⁽¹⁾⁽¹⁵⁾	⁽¹⁴⁾	11/20/2013	Series C-1 Preferred Stock	74,281⁽¹⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹⁵⁾	11/20/2013		J		74,281⁽¹⁾⁽¹⁵⁾		⁽¹⁴⁾	11/20/2013	Common Stock	74,281⁽¹⁾	$0.00	74,281⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹⁵⁾	11/20/2013		M			74,281⁽¹⁾⁽¹⁵⁾	⁽¹⁴⁾	11/20/2013	Common Stock	74,281⁽¹⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	$0.17⁽¹⁾⁽¹⁶⁾	11/20/2013		J			17,141⁽¹⁾⁽¹⁶⁾	⁽¹⁴⁾	11/20/2013	Series C-2 Preferred Stock	17,141⁽¹⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹⁶⁾	11/20/2013		J		17,141⁽¹⁾⁽¹⁶⁾		⁽¹⁴⁾	11/20/2013	Common Stock	17,141⁽¹⁾	$0.00	17,141⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹⁶⁾	11/20/2013		M			17,141⁽¹⁾⁽¹⁶⁾	⁽¹⁴⁾	11/20/2013	Common Stock	17,141⁽¹⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	$13.502⁽¹⁾⁽¹³⁾	11/20/2013		J			994⁽¹⁾⁽¹³⁾	⁽¹⁴⁾	11/20/2013	Series B-1 Preferred Stock	994⁽¹⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Warrant to Purchase Common Stock	$9.1848⁽¹⁾⁽¹³⁾	11/20/2013		J		1,461⁽¹⁾⁽¹³⁾		⁽¹⁴⁾	11/20/2013	Common Stock	1,461⁽¹⁾	$0.00	1,461⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Warrant to Purchase Common Stock	$9.1848⁽¹⁾⁽¹³⁾	11/20/2013		M			1,461⁽¹⁾⁽¹³⁾	⁽¹⁴⁾	11/20/2013	Common Stock	1,461⁽¹⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Warrant to Purchase Preferred Stock	$0.17⁽¹⁾⁽¹⁵⁾	11/20/2013		J			2,931⁽¹⁾⁽¹⁵⁾	⁽¹⁴⁾	11/20/2013	Series C-1 Preferred Stock	2,931⁽¹⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹⁵⁾	11/20/2013		J		2,931⁽¹⁾⁽¹⁵⁾		⁽¹⁴⁾	11/20/2013	Common Stock	2,931⁽¹⁾	$0.00	2,931⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹⁵⁾	11/20/2013		M			2,931⁽¹⁾⁽¹⁵⁾	⁽¹⁴⁾	11/20/2013	Common Stock	2,931⁽¹⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Warrant to Purchase Preferred Stock	$0.17⁽¹⁾⁽¹⁶⁾	11/20/2013		J			676⁽¹⁾⁽¹⁶⁾	⁽¹⁴⁾	11/20/2013	Series C-2 Preferred Stock	676⁽¹⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹⁶⁾	11/20/2013		J		676⁽¹⁾⁽¹⁶⁾		⁽¹⁴⁾	11/20/2013	Common Stock	676⁽¹⁾	$0.00	676⁽¹⁾	I	See Footnotes⁽⁴⁾⁽¹⁰⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹⁶⁾	11/20/2013		M			676⁽¹⁾⁽¹⁶⁾	⁽¹⁴⁾	11/20/2013	Common Stock	676⁽¹⁾	$0.00	0	I	See Footnotes⁽⁴⁾⁽¹⁰⁾

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

3. Shares directly beneficially owned by 5AM Ventures 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 beneficially owned 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. Each share of Series B-1 Preferred Stock was automatically converted on a 1.47003745318352-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

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

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

9. Shares disposed of in connection with net share settlement of outstanding warrants, which resulted in the cancellation of underlying shares to the Issuer, and which did not involve any sale of shares.

10. Shares directly beneficially owned by 5AM Co-Investors II, L.P.

11. The shares are immediately convertible.

12. The shares do not have an expiration date.

13. Immediately prior to the closing of the Issuer's initial public offering, the warrant to purchase shares of Series B-1 Preferred Stock automatically converted on a 1.47003745318352-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.

14. This warrant is immediately exercisable.

15. Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-1 Preferred Stock automatically converted on a 1-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.

16. Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-2 Preferred Stock automatically converted on a 1-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.

	/s/ Ronald A. Krasnow, as Attorney-in-Fact for 5AM Partners II, LLC	11/20/2013
	/s/ Ronald A. Krasnow, as Attorney-in-Fact for 5AM Ventures II, L.P.	11/20/2013
	/s/ Ronald A. Krasnow, as Attorney-in-Fact for 5AM Co-Investors II, L.P.	11/20/2013
	** 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).
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