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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc. [ ASPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/14/2014 | M | 64,918 | A | $3.879 | 5,159,369 | I | See Footnote(1) | ||
Common Stock | 05/14/2014 | M | 243 | A | $3.879 | 19,359 | I | See Footnote(2) | ||
Common Stock | 05/14/2014 | D(3) | 12,226 | D | $20.598 | 5,147,143 | I | See Footnote(1) | ||
Common Stock | 05/14/2014 | D(3) | 46 | D | $20.598 | 19,313 | I | See Footnote(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Common Stock Warrant | $3.879 | 05/14/2014 | M | 64,918 | (4) | 05/22/2014 | Common Stock | 64,918 | $0 | 0 | I | See Footnote(1) | |||
Common Stock Warrant | $3.879 | 05/14/2014 | M | 243 | (4) | 05/22/2014 | Common Stock | 243 | $0 | 0 | I | See Footnote(2) |
Explanation of Responses: |
1. The securities are held in the name of Thomas, McNerney & Partners II, L.P. ("TMP II"). The reporting person is the general partner of TMP II. The reporting person disclaims its pecuniary interest in the reported securities except to the extent of its economic interest. |
2. The securities are held in the name of TMP Associates II, L.P. ("TMPA II"). The reporting person is the general partner of TMPA II. The reporting person disclaims its pecuniary interest in the reported securities except to the extent of its economic interest. |
3. On May 14, 2014, TMP II and TMPA II exercised warrants to purchase an aggregate 65,161 shares of the Issuer's common stock for $3.879 per share. The warrants were exercised on a cashless basis, resulting in the Issuer withholding 12,272 of the warrant shares to pay the exercise price and issuing a net 52,889 shares of common stock. |
4. The warrant is immediately exercisable. |
Remarks: |
Alex Zisson, Manager | 10/01/2014 | |
** 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). | ||
** 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. |