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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Schmid John P. (Last) (First) (Middle) 3333 N. TORREY PINES COURT, SUITE 400 (Street) SAN DIEGO CA 92037 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Auspex Pharmaceuticals, Inc. [ ASPX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 05/05/2015
	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	05/05/2015		U		144,444	D	(1)	0	D

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
Employee Stock Option (Right to Buy)	$6.57	05/05/2015		D			59,026	(2)	01/09/2024	Common Stock	59,026	(2)	0	D
Employee Stock Option (Right to Buy)	$59.66	05/05/2015		D			30,000	(3)	02/01/2025	Common Stock	30,000	(3)	0	D
Restricted Stock Units	(4)	05/05/2015		D			15,000	(5)	(5)	Common Stock	15,000	(5)	0	D

Explanation of Responses:

1. Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated March 29, 2015, among the Issuer, Teva Pharmaceuticals Industries Ltd. ("Parent"), and Aurum Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub") in exchange for a cash consideration of $101.00 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger").

2. This option, which provided for vesting of 25% of the shares subject to option on January 7, 2015 and 1/48th of the shares subject to the option vesting monthly thereafter over the following three years, was cancelled in the Merger in exchange for a cash payment equal to $101.00 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.

3. This option, which provided for vesting of 1/48th of the stock option immediately upon grant and 1/48th vesting at the end of each month from February 28, 2015 through December 31, 2018, was cancelled in the Merger in exchange for a cash payment equal to $101.00 per share (without interest) minus the per share exercise price of the option. In connection with the Merger, vesting of the stock option was accelerated and the option became fully vested and exercisable effective immediately prior to the effective time of the Merger.

4. Each restricted stock unit represents a contingent right to receive one share of the Company's common stock.

5. These restricted stock units (the "RSUs"), which provided for vesting of 1/4 of shares subject to the RSUs on each March 15, 2016, 2017, 2018 and 2019, were cancelled in the Merger and, in lieu of any issuance of shares in settlement of such vested RSUs, converted into the right to receive a cash payment equal to $101.00 per share (without interest). In connection with the Merger, vesting of the RSUs was accelerated and the RSUs became fully vested and exercisable effective immediately prior to the effective time of the Merger.

Remarks:

	/s/ Robert Daniel, Attorney-in-Fact	05/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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