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^*

Dyett John

(Last)

(First)

(Middle)

11111 SANTA MONICA BLVD., SUITE 2250

(Street)

LOS ANGELES

90025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2014

3. Issuer Name and Ticker or Trading Symbol
ZS Pharma, Inc. [ ZSPH ]

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)

X	Form filed by One Reporting Person
	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)
Common Stock	262,531⁽²⁾	I	See Footnote⁽²⁾

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 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	9,005⁽²⁾	⁽¹⁾	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,237,370⁽³⁾	⁽¹⁾	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	123,651⁽³⁾	⁽¹⁾	I	See Footnote⁽³⁾

Explanation of Responses:

1. Immediately prior to the consummation of this offering, all outstanding shares of our convertible preferred stock will be converted into shares of our common stock.

2. The Dyett Family Trust holds 262,531 shares of common stock and 9,005 shares of Series B Preferred Stock. John Dyett is the trustee of the Dyett Family Trust, and disclaims beneficial ownership except to the extent of his pecuniary interest therein.

3. Salem ZS Investors, LLC holds 1,237,370 shares of Series C Preferred Stock and 123,651 shares of Series D Preferred Stock. John Dyett is the sole manager of Salem ZS Investors, LLC, a limited liability company consisting of 65 members as of May 31, 2014. Mr. Dyett has sole voting power over the shares held by Salem ZS Investors, LLC, but shares dispositive power over such shares, which powers may be exercised by members holding more than 50% of the outstanding interests in Salem ZS Investors, LLC, with each of the other members. Mr. Dyett disclaims beneficial ownership over the shares held by Salem ZS Investors, LLC except to the extent of his pecuniary interest therein.

Remarks:

	/s/ John Dyett	06/17/2014
	** 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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