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*
Delphi Management Partners VIII, L.L.C.

(Last) (First) (Middle)
3000 SAND HILL ROAD,
BUILDING 1, SUITE 135

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TANDEM DIABETES CARE INC [ TNDM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2013
4. 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 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 11/19/2013 C 3,632,552 A $0.00 3,632,552 I Directly owned by Delphi Ventures VIII, L.P.(1)
Common Stock 11/19/2013 C 35,467 A $0.00 35,467 I Directly owned by Delphi BioInvestments VIII, L.P.(1)
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
Series C Preferred Stock (2) 11/19/2013 C 1,113,545(3) (2) (2) Common Stock 664,565(2) $0.00 0 I Directly owned by Delphi Ventures VIII, L.P.(1)
Series C Preferred Stock (2) 11/19/2013 C 10,871(3) (2) (2) Common Stock 6,488(2) $0.00 0 I Directly owned by Delphi BioInvestments VIII, L.P.(1)
Series D Preferred Stock (2) 11/19/2013 C 4,973,160 (2) (2) Common Stock 2,967,987(2) $0.00 0 I Directly owned by Delphi Ventures VIII, L.P.(1)
Series D Preferred Stock (2) 11/19/2013 C 48,558 (2) (2) Common Stock 28,979(2) $0.00 0 I Directly owned by Delphi BioInvestments VIII, L.P.(1)
1. Name and Address of Reporting Person*
Delphi Management Partners VIII, L.L.C.

(Last) (First) (Middle)
3000 SAND HILL ROAD,
BUILDING 1, SUITE 135

(Street)
MENLO PARK CA 94025

(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*
DELPHI VENTURES VIII LP

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 1, SUITE 135

(Street)
MENLO PARK CA 94025

(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*
Delphi BioInvestments VIII LP

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 1, SUITE 135

(Street)
MENLO PARK CA 94025

(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*
PAKIANATHAN DEEPIKA

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 1, SUITE 135

(Street)
MENLO PARK CA 94025

(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*
ROEDER DOUGLAS A

(Last) (First) (Middle)
C/O DELPHI VENTURES,
3000 SAND HILL RD., BLDG. 1, STE. 135

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DOUGLASS DAVID L

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 1, SUITE 135

(Street)
MENLO PARK CA 94025

(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*
BOCHNOWSKI JAMES J

(Last) (First) (Middle)
3000 SAND HILL ROAD
BUILDING 1, SUITE 135

(Street)
MENLO PARK CA 94025

(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. Delphi Management Partners VIII, L.L.C. ("DMP"), the general partner of each of Delphi Ventures VIII, L.P. and Delphi BioInvestments VIII, L.P. (collectivley, the "Delphi Funds"), may be deemed to have the sole voting and dispositive power over the reported securities. DMP and each of its managing members disclaim beneficial ownership in the securities held by the Delphi Funds except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that DMP and each of its managing members is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2. Each share of Preferred Stock automatically converted on a 1-to-0.5968 basis into Common Stock immediately upon the consummation of the Issuer's initial public offering and had no expiration date.
3. The number of shares of Preferred Stock reflects the effect of applicable anti-dilution adjustments that occurred as a result of the issuance of the Series D Preferred Stock.
Remarks:
James J. Bochnowski, David L. Douglass, Deepika R. Pakianathan and Douglas A. Roeder are the managing members of DMP, which serves as the general partner to each of the Delphi Funds. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting person's pecuniary interest in such securities.
/s/ Matthew T. Potter, by power of attorney for Delphi Management Partners VIII, L.L.C. 11/21/2013
/s/ Matthew T. Potter, by power of attorney for Delphi Management Partners VIII, L.L.C., as general partner of Delphi Ventures VIII, L.P. 11/21/2013
/s/ Matthew T. Potter, by power of attorney for Delphi Management Partners VIII, L.L.C., as general partner of Delphi BioInvestments VIII, L.P. 11/21/2013
/s/ Matthew T. Potter, by power of attorney for Deepika R. Pakianathan 11/21/2013
/s/ Matthew T. Potter, by power of attorney for Douglas A. Roeder 11/21/2013
/s/ Matthew T. Potter, by power of attorney for David L. Douglass 11/21/2013
/s/ Matthew T. Potter, by power of attorney for James J. Bochnowski 11/21/2013
** 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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