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^*

Bloch Stephen M

(Last)

(First)

(Middle)

C/O MARINUS PHARMACEUTICALS, INC.

142 TEMPLE ST., SUITE 205

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARINUS PHARMACEUTICALS INC [ MRNS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2014

4. 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 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	08/05/2014		C⁽¹⁾		1,836,398	A	⁽¹⁾	1,836,398	I	See Footnote⁽²⁾
Common Stock	08/05/2014		P		625,000	A	$8	2,461,398	I	See Footnote⁽²⁾

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 Preferred Stock	⁽¹⁾	08/05/2014		C⁽¹⁾			4,742,516	⁽¹⁾	⁽¹⁾	Common Stock	729,618	⁽¹⁾	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	08/05/2014		C⁽¹⁾			3,838,214	⁽¹⁾	⁽¹⁾	Common Stock	590,494	⁽¹⁾	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	08/05/2014		C⁽¹⁾			3,355,859	⁽¹⁾	⁽¹⁾	Common Stock	516,286	⁽¹⁾	0	I	See Footnote⁽²⁾
Warrants to Purchase Series B Preferred Stock	⁽³⁾	08/05/2014		J⁽³⁾			959,553	⁽³⁾	⁽³⁾	Common Stock	147,624	$10.86	0	I	See Footnote⁽²⁾

Explanation of Responses:

1. Upon the closing of Issuer's initial public offering on August 5, 2014, the preferred stock, which has no expiration date and convertible at any time at the option of the holder, automatically converted, at a conversion ratio of one share of Common Stock for every 6.5 shares of preferred stock, for no additional consideration.

2. The securities are held directly by Canaan VII L.P. Dr. Bloch disclaims beneficial ownership over the securities owned by Canaan VII L.P., and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares, except to the extent of his pecuniary interest, if any, in the securities by virtue of the limited liability company interests he owns in Canaan Partners VII LLC, the general partner of Canaan VII L.P.

3. This warrant was immediately exercisable. Upon the closing of Issuer's public offering, the warrant was cancelled automatically and for no value in accordance with its terms as it was out-of-the-money.

	s/ Jaime Slocum, Attorney-in-fact	08/05/2014
	** 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).
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