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*
Kent Richard S

(Last) (First) (Middle)
C/O INTERSOUTH PARTNERS
406 BLACKWELL STREET, SUITE 200

(Street)
DURHAM NC 27701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2012
3. Issuer Name and Ticker or Trading Symbol
Cempra Holdings, LLC [ CEMP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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 1,482,070 I by Intersouth Partners VI, L.P. (1)
Common Stock 612,569 I by Intersouth Partners VII, L.P. (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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (3) 08/05/2018 Common Stock 15,790 6 I by Intersouth Partners VI, L.P. (1)
Warrant (3) 08/05/2018 Common Stock 23,686 6 I by Intersouth Partners VII, L.P. (2)
Explanation of Responses:
1. The reportable securities are owned directly by Intersouth Partners VI, L.P. ("ISP VI"). The shares directly held by ISP VI are indirectly held by Intersouth Associates VI, LLC ("ISA VI"), as general partner of ISP VI, and each of the individual managing members of ISA VI. The individual managing members (collectively, the "ISA VI Member Managers") of ISA VI are Mitch Mumma and Dennis Dougherty. ISA VI and ISA VI Member Managers may share voting and dispositive power over the shares directly held by ISP VI. Dr. Kent is a partner of Intersouth Partners, the general partner of ISP VI. Dr. Kent disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
2. The reportable securities are owned directly by Intersouth Partners VII, L.P. ("ISP VII"). The shares directly held by ISP VII are indirectly held by Intersouth Associates VII, LLC ("ISA VII"), as general partner of ISP VII, and each of the individual managing members of ISA VII. The individual managing members (collectively, the "ISA VII Member Managers") of ISA VII are Mitch Mumma and Dennis Dougherty. ISA VII and ISA VII Member Managers may share voting and dispositive power over the shares directly held by ISP VII. Dr. Kent is a partner of Intersouth Partners, the general partner of ISP VII. Dr. Kent disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
3. Immediately.
Remarks:
/s/ Alexander M. Donaldson, by Power of Attorney 02/02/2012
** 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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