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*
Wisler Gerald
(Last) (First) (Middle)
C/O OMTHERA PHARMACEUTICALS, INC.
707 STATE ROAD
(Street)
PRINCETON NJ 08540
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Omthera Pharmaceuticals, Inc. [ OMTH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2013
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)
Code V Amount (A) or (D) Price
Common Stock 04/16/2013 C 36,574(1) A $0 645,761 D
Common Stock 04/16/2013 C 3,125(2) A $0.01 648,886 D
Common Stock 04/16/2013 S(3) 4 D $8 648,882 D
Common Stock 04/16/2013 C 12,664(4) A $8 661,546 D
Common Stock 331,963 I By Nicole Miranda Wisler 2012 Exempt Trust(5)
Common Stock 26,382 I By Nicole Miranda Wisler 2012 Non-Exempt Trust(5)
Common Stock 331,963 I By Michael Robert Wisler 2012 Exempt Trust(5)
Common Stock 26,382 I By Michael Robert Wisler 2012 Non-Exempt Trust(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock (6) 04/16/2013 C 51,033 (6) (6) Common Stock 36,574 (6) 0 D
Warrant (right to buy) $0.01 04/16/2013 C 3,125 04/16/2013 02/15/2023 Common Stock 3,125 $0 0 D
Secured Convertible Promissory Note $8 04/16/2013 C 12,664 04/16/2013 02/15/2014(7) Common Stock 12,664 (8) 0 D
Explanation of Responses:
1. Represents the total number of shares received upon conversion of shares of the Issuer's Series B Convertible Preferred Stock (the "Series B Shares").
2. Represents the total number of shares received upon conversion of the reporting person's warrant.
3. Effective upon the closing of the Issuer's initial public offering ("IPO") of its Common Stock, the reporting person's warrant automatically converted into 3,125 shares of Common Stock. The reporting person paid the exercise price of $0.01 per share of the warrant on a cashless basis, resulting in the Issuer's withholding of 4 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 3,121 shares.
4. Represents the total number of shares received upon conversion of the Secured Convertible Promissory Note issued to the reporting person.
5. These shares are held in a trust for the benefit of one of the reporting person's children. The reporting person's spouse is trustee of the trust. The reporting person disclaims beneficial ownership of these securities, except to the extent of the reporting person's pecuniary interest, if any, therein, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
6. Effective upon the closing of the Issuer's IPO of its Common Stock, each Series B Share automatically converted at a ratio of 1.3953-to-1 into the number of shares of Common Stock shown in column 7. The Series B Shares had no expiration date.
7. This is the maturity date of the Secured Convertible Promissory Note.
8. The Secured Convertible Promissory Note was issued to the reporting person in exchange for $100,000. Effective upon the closing of the Issuer's IPO of its Common Stock, the Secured Convertible Promissory Note automatically converted into the number of shares of Common Stock shown in column 7.
/s/ Christian S. Schade, Attorney-in-Fact 04/17/2013
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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