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

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1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II L.P.

(Last)

(First)

(Middle)

60 SOUTH SIXTH STREET, SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2014

3. Issuer Name and Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc. [ ASPX ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)

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)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	508,838⁽²⁾	$0.00	I	See footnote⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,678,268⁽⁴⁾	$0.00	I	See footnote⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,647,835⁽⁵⁾	$0.00	I	See footnote⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	248,510⁽⁶⁾	$0.00	I	See footnote⁽³⁾
Warrants to Purchase Series C Convertible Preferred Stock	⁽⁷⁾	05/22/2014	Series C Convertible Preferred Stock	296,281⁽⁸⁾	$0.862	I	See footnote⁽³⁾
Warrants to Purchase Series C Convertible Preferred Stock	⁽⁷⁾	10/09/2014	Series C Convertible Preferred Stock	270,687⁽⁹⁾	$0.862	I	See footnote⁽³⁾
Warrants to Purchase Series C Convertible Preferred Stock	⁽⁷⁾	01/08/2015	Series C Convertible Preferred Stock	266,750⁽¹⁰⁾	$0.862	I	See footnote⁽³⁾
Warrants to Purchase Series D Convertible Preferred Stock	⁽⁷⁾	12/15/2016	Series D Convertible Preferred Stock	763,340⁽¹¹⁾	$0.862	I	See footnote⁽³⁾
Warrants to Purchase Series D Convertible Preferred Stock	⁽⁷⁾	07/18/2017	Series D Convertible Preferred Stock	406,032⁽¹²⁾	$0.862	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II L.P.

(Last)

(First)

(Middle)

60 SOUTH SIXTH STREET, SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TMP Associates II LP

(Last)

(First)

(Middle)

60 SOUTH SIXTH STREET, SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TMP Nominee II, LLC

(Last)

(First)

(Middle)

60 SOUTH SIXTH STREET, SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The convertible preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

2. Includes 501,714 shares underlying preferred stock held in the name of Thomas, McNerney & Partners II, L.P. ("TMP II"); 5,241 shares underlying preferred stock held in the name of TMP Nominee II, LLC ("TMPN II"); and 1,883 shares underlying preferred stock held in the name of TMP Associates II, L.P. ("TMPA II").

3. The securities are held in the name of TMP II, TMPN II and TMPA II, as described in column 3. Thomas, McNerney & Partners II, LLC (TMP II LLC) is the general partner of TMP II and TMPA II. Alex Zisson is a manager of TMP II LLC and TMPN II and has shared voting and dispositive power of the securities held by TMP II and TMPA II, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. Includes 1,654,773 shares underlying preferred stock held in the name of TMP II; 17,286 shares underlying preferred stock held in the name of TMPN II; and 6,209 shares underlying preferred stock held in the name of TMPA II.

5. Includes 2,610,765 shares underlying preferred stock held in the name of TMP II; 27,273 shares underlying preferred stock held in the name of TMPN II; and 9,797 shares underlying preferred stock held in the name of TMPA II.

6. Includes 245,032 shares underlying preferred stock held in the name of TMP II; 2,559 shares underlying preferred stock held in the name of TMPN II; and 919 shares underlying preferred stock held in the name of TMPA II.

7. The warrant is immediately exercisable. Upon the closing of the Issuer's initial public offering, each warrant will automatically convert to a warrant to purchase common stock.

8. Includes 292,134 shares underlying warrants held in the name of TMP II; 3,051 shares underlying warrants held in the name of TMPN II; and 1,096 shares underlying warrants held in the name of TMPA II.

9. Includes 266,898 shares underlying warrants held in the name of TMP II; 2,788 shares underlying warrants held in the name of TMPN II; and 1,001 shares underlying warrants held in the name of TMPA II.

10. Includes 263,016 shares underlying warrants held in the name of TMP II; 2,747 shares underlying warrants held in the name of TMPN II; and 987 shares underlying warrants held in the name of TMPA II.

11. Includes 752,654 shares underlying warrants held in the name of TMP II; 7,862 shares underlying warrants held in the name of TMPN II; and 2,824 shares underlying warrants held in the name of TMPA II.

12. Includes 400,348 underlying warrants held in the name of TMP II; 4,182 shares underlying warrants held in the name of TMPN II; and 1,502 shares underlying warrants held in the name of TMPA II.

Remarks:

	Thomas, McNerney & Partners II, L.P. By: Thomas, McNerney & Partners II, LLC By: /s/ Alex Zisson, Manager	02/04/2014
	TMP Associates II, L.P. By: Thomas, McNerney & Partners II, LLC By: /s/ Alex Zisson, Manager	02/04/2014
	TMP Nominee II, LLC By: /s/ Alex Zisson, Manager	02/04/2014
	** 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 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).
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