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*
Arch Venture Fund VII LP

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(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)
Director X 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)
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 05/14/2013 C 129,755 A (1) 129,755 D (2) (4)
Common Stock 05/14/2013 C 1,022,283 A (1) 1,136,568 D (3) (4)
Common Stock 05/14/2013 C 680,323 A (1) 1,816,891 D (3) (4)
Common Stock 05/14/2013 P 284,485 A $14 2,101,376 D (3) (4)
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 (1) 05/14/2013 C (1) 973,165 (1) (1) Common Stock 129,755 $0 0 D (2) (4)
Series A Preferred Stock (1) 05/14/2013 C (1) 7,667,124 (1) (1) Common Stock 1,022,283 $0 0 D (3) (4)
Series B Preferred Stock (1) 05/14/2013 C (1) 5,102,426 (1) (1) Common Stock 680,323 $0 0 D (3) (4)
1. Name and Address of Reporting Person*
Arch Venture Fund VII LP

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH Venture Partners VII, L.P.

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH Venture Partners VII, LLC

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH VENTURE FUND VI LP

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH VENTURE PARTNERS VI LP

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ARCH VENTURE PARTNERS VI LLC

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CRANDELL KEITH

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BYBEE CLINTON

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NELSEN ROBERT

(Last) (First) (Middle)
8725 WEST HIGGINS ROAD, SUITE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
Explanation of Responses:
1. The Series A preferred stock and Series B 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 and Series B Preferred Stock, for no additional consideration.
2. Beneficial ownership consists of an aggregate of 129,755 shares of common stock issued upon conversion of shares of Series A preferred stock held by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"), which may be deemed to beneficially own the shares held by ARCH Fund VI. The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"), which may be deemed to beneficially own the shares held by ARCH Fund VI. ARCH Partners VI and ARCH VI LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
3. Beneficial ownership consists of: (i) 398,770 shares of common stock held by ARCH Venture Fund VII, L.P. ("ARCH Fund VII") and (ii) 1,702,606 shares of common stock issued upon conversion of shares of Series A preferred stock and Series B preferred stock held by ARCH Fund VII. The sole general partner of ARCH Fund VII is ARCH Venture Partners VII, L.P. ("ARCH Partners VII"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. The sole general partner of ARCH Partners VII is ARCH Venture Partners VII, LLC ("ARCH VII LLC"), which may be deemed to be the beneficial owner of the shares held by ARCH Fund VII. ARCH Partners VII and ARCH VII LLC disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
4. The managing directors of ARCH VI LLC and ARCH VII LLC are Keith Crandell, Clinton Bybee and Robert Nelsen, and they may be deemed to beneficially own the shares held by ARCH Fund VI and ARCH Fund VII. Messrs. Crandell, Bybee and Nelsen disclaim beneficial ownership of such shares, except to the extent of any pecuniary interest therein.
ARCH Venture Fund VII, L.P. By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Fund VII 05/14/2013
ARCH Venture Partners VII, L.P. By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Partners VII 05/14/2013
ARCH Venture Partners VII, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH VII LLC 05/14/2013
ARCH Venture Fund VI, L.P. By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of the general partner of ARCH Fund VI 05/14/2013
ARCH Venture Partners VI, L.P. By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of the general partner of ARCH Partners VI 05/14/2013
ARCH Venture Partners VI, LLC By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell, Managing Director of ARCH VI LLC 05/14/2013
By: /s/ Mark McDonnell, as Attorney-in-Fact for Keith Crandell 05/14/2013
By: /s/ Mark McDonnell, as Attorney-in-Fact for Clinton Bybee 05/14/2013
By: /s/ Mark McDonnell, as Attorney-in-Fact for Robert Nelsen 05/14/2013
** 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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