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)
12/05/2013
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 12/05/2013 S 500,000 D(1) $27.63 1,332,761(1) I By Funds(2)
Common Stock 332,234 I By Trust
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
Explanation of Responses:
1. Disposition of shares by the Venrock entities. Consists of: (i) 1,202,553 shares of common stock held by Venrock Associates V, L.P. ("Venrock Associates"); (ii) 101,955 shares of common stock held by Venrock Partners V, L.P. ("Venrock Partners"); and (iii) 28,253 shares of common stock held by Venrock Entrepreneurs Fund V, L.P. ("Venrock Entrepreneurs").
2. The sole general partner of Venrock Associates is Venrock Management V, LLC ("VM5"). The sole general partner of Venrock Partners is Venrock Partners Management V, LLC ("VPM5"). The sole general partner of Venrock Entrepreneurs is VEF Management V, LLC ("VEF"). VM5, VPM5 and VEF disclaim beneficial ownership over all shares held by Venrock Associates, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect 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.
/s/ William Rastetter 12/06/2013
** 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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