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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Druzgala Pascal

(Last)

(First)

(Middle)

C/O ARYX THERAPEUTICS, INC.

6300 DUMBARTON CIRCLE

(Street)

FREMONT

94555

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2007

3. Issuer Name and Ticker or Trading Symbol
ARYx Therapeutics, Inc. [ ARYX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P. & Chief Scientific Off.

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)
COMMON STOCK	204,166	D
COMMON STOCK	25,000	I	See footnote⁽¹⁾
COMMON STOCK	16,666	I	See footnote⁽⁷⁾
COMMON STOCK	16,666	I	See footnote⁽⁸⁾

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)
Stock Option (Right to Buy)	⁽²⁾	07/23/2012	Common Stock	50,000	$0.9	D
Stock Option (Right to Buy)	⁽³⁾	01/18/2015	Common Stock	18,333	$1.8	D
Stock Option (Right to Buy)	⁽⁴⁾	09/20/2015	Common Stock	16,666	$1.8	D
Stock Option (Right to Buy)	⁽⁵⁾	02/15/2017	Common Stock	25,000	$3.3	D
Series C Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	1,122	⁽⁶⁾	D

Explanation of Responses:

1. Shares are held in the reporting person's Grantor Retained Annuity Trust for which he is trustee.

2. Shares are fully vested.

3. 1/4th of the shares vested on 01/19/06 and 1/48th of the shares vest monthly thereafter.

4. 6/48th of the shares shall immediately vest on July 19, 2007, and 1/48th of the remaining unvested shares shall vest each month thereafter until fully vested.

5. Twenty-five percent (25%) of the shares subject to this option (rounded so as to avoid fractional shares) shall vest on the date immediately following the closing of the issuer's initial public offering (the "Initial Vesting"). Thereafter, the remaining seventy-five percent (75%) of the shares subject to this option shall vest in equal monthly installments over thirty-six (36) months measured from the date of the Initial Vesting.

6. The issuer's Series C Preferred Stock will automatically convert into Common Stock on a one-for-one basis immediately upon the closing of the issuer's initial public offering.

7. Shares are held in the Susan C. Price - 1 Grantor Retained Annuity Trust for which reporting person is Trustee. Reporting person disclaims beneficial ownership of these shares.

8. Shares are held in the Peter G. Milner 2007-1 Grantor Retained Annuity Trust for which reporting person is Trustee. Reporting person disclaims beneficial ownership of these shares.

	/s/ David Nagler (Attorney-in-Fact)	11/07/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.