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^*

Milner Peter G

(Last)

(First)

(Middle)

C/O ARYX THERAPEUTICS, INC.

6300 DUMBARTON CIRCLE

(Street)

FREMONT

94555

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres., Research & Dev.

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2007

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	11/13/2007		C		10,101	A	⁽¹⁾	285,934	D
Common Stock	11/13/2007		C		1,683	A	⁽¹⁾	287,617	D
Common Stock	11/13/2007		C		659	A	⁽²⁾	659	I	See footnote⁽³⁾
Common Stock	11/13/2007		C		659	A	⁽²⁾	659	I	See footnote⁽⁴⁾
Common Stock	11/13/2007		C		16,835	A	⁽¹⁾	17,494	I	See footnote⁽⁴⁾
Common Stock	11/13/2007		C		3,393	A	⁽¹⁾	4,052	I	See footnote⁽³⁾
Common Stock	11/13/2007		C		14,409	A	⁽¹⁾	31,903	I	See footnote⁽⁴⁾
Common Stock								16,666	I	See footnote⁽⁵⁾
Common Stock								16,666	I	See footnote⁽⁶⁾

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⁾	11/13/2007		C			10,101	⁽¹⁾	⁽¹⁾	Common Stock	10,101	⁽¹⁾	0	D
Series C Preferred Stock	⁽¹⁾	11/13/2007		C			1,683	⁽¹⁾	⁽¹⁾	Common Stock	1,683	⁽¹⁾	0	D
Series B Preferred Stock	⁽²⁾	11/13/2007		C			416	⁽²⁾	⁽²⁾	Common Stock	659	⁽²⁾	0	I	See footnote⁽³⁾
Series B Preferred Stock	⁽²⁾	11/13/2007		C			416	⁽²⁾	⁽²⁾	Common Stock	659	⁽²⁾	0	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	11/13/2007		C			16,835	⁽¹⁾	⁽¹⁾	Common Stock	16,835	⁽¹⁾	0	I	See footnote⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	11/13/2007		C			3,393	⁽¹⁾	⁽¹⁾	Common Stock	3,393	⁽¹⁾	0	I	See footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	11/13/2007		C			14,409	⁽¹⁾	⁽¹⁾	Common Stock	14,409	⁽¹⁾	0	I	See footnote⁽⁴⁾

Explanation of Responses:

1. The issuer's Series A, C, D and E Preferred Stock automatically converted into common stock on a one-for-one basis upon the closing of the issuer's initial public offering.

2. The issuer's Series B Preferred Stock automatically converted into common stock on a 1.58520476-for-one basis upon the closing of the issuer's initial public offering.

3. Shares are held by Naomi Milner, reporting person's sister. Reporting person is deemed to have shared voting and investment power over these shares.

4. Shares are held by Diramuid Investments Ltd. Reporting person is deemed to have shared voting and investment power over these shares.

5. The shares are held in the Susan C. Price 2007-1 Grantor Retained Annuity Trust by Pascal Druzgala, trustee.

6. The shares are held in the Peter G. Milner 2007-1 Grantor Retained Annuity Trust by Pascal Druzgala, trustee.

	/s/ David Nagler (Attorney-in-Fact)	11/14/2007
	** 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 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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