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*
RASTETTER WILLIAM H

(Last) (First) (Middle)
10835 ROAD TO THE CURE, SUITE 205

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Receptos, Inc. [ RCPT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2013
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 05/14/2013 C 113,505 A $5.25 193,777 D
Common Stock 05/14/2013 C 67,029 A $7.73 260,806 D
Common Stock 05/14/2013 P 71,428 A $14 71,428 I By Trust
Common Stock 05/14/2013 C 1,152,038 A $5.25 1,266,322 I See footnotes (1) (2)
Common Stock 05/14/2013 C 550,872 A $7.73 1,817,194 I See footnotes (1) (2)
Common Stock 05/14/2013 P 265,567 A $14 2,082,761 I See footnotes (1) (2)
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 A Preferred Stock $5.25 05/14/2013 C (3) 851,291 (3) (3) Common Stock 113,505 $0 0 D
Series B Preferred Stock $7.73 05/14/2013 C (3) 502,720 (3) (3) Common Stock 67,029 $0 0 D
Series A Preferred Stock $5.25 05/14/2013 C (3) 8,640,289 (3) (3) Common Stock 1,152,038 $0 0 I See footnotes (1) (2)
Series B Preferred Stock $7.73 05/14/2013 C (3) 4,131,552 (3) (3) Common Stock 550,872 $0 0 I See footnotes (1) (2)
Explanation of Responses:
1. Beneficial ownership consists of: (i) 342,741 shares of common stock held by Venrock Associates V, L.P. ("Venrock Associates"); (ii) 29,058 shares of common stock held by Venrock Partners V, L.P. ("Venrock Partners"); (iii) 8,052 shares of common stock held by Venrock Entrepreneurs Fund V, L.P. ("Venrock Entrepreneurs"); (iv) an aggregate of 1,536,537 shares of common stock issued upon conversion of shares of Series A preferred stock and Series B preferred stock held by Venrock Associates; (v) an aggregate of 130,272 shares of common stock issued upon conversion of shares of Series A preferred stock and Series B preferred stock held by Venrock Partners; and (vi) an aggregate of 36,101 shares of common stock issued upon conversion of shares of Series A preferred stock and Series B preferred stock held by Venrock Entrepreneurs.
2. The sole general partner of Venrock Associates is Venrock Management V, LLC ("Venrock Management V"). The sole general partner of Venrock Partners is Venrock Partners Management V, LLC ("Venrock Partners Management V"). The sole general partner of Venrock Entrepreneurs is VEF Management V, LLC ("VEF"). Venrock Management V, Venrock Partners Management V and VEF disclaim beneficial ownership over all shares held by Venrock Associates, Venrock Partners and Venrock Entrepreneurs, except to the extent of any pecuniary interest therein. Dr. Rastetter was formerly a consultant of an entity affiliated with the Venrock entities but does not have voting or investment control over the shares held by the Venrock entities. Dr. Rastetter has an indirect pecuniary interest in the investment held by the Venrock entities and expressly disclaims beneficial ownership of such shares, except to the extent of his indirect pecuniary interest therein.
3. The Series A Preferred Stock converted upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 7.5 shares of Series A Preferred Stock, for no additional consideration.
/s/ William Rastetter 05/14/2013
** Signature of Reporting Person Date
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