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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Nashat Amir

(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)
05/27/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/29/2014
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 05/27/2014 J(1)(2) 23,598(2) D(2) $0.00(2) 23,253(2) I See Footnote(3)(4)
Common Stock 05/27/2014 J(5) 4,061(6) A $0.00 4,061(6) I See Footnote(7)
Common Stock 05/27/2014 J(2)(8) 274(2) A(2) $0.00(2) 274(2) I See Footnote(9)
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. Represents a pro rata distribution without additional consideration by Polaris Venture Partners Founders' Fund VI, L.P. ("PVPFF VI") to its partners.
2. This transaction was unintentionally omitted from the original Form 4 filed on May 29, 2014.
3. The reportable securities are owned directly by PVPFF VI. Polaris Venture Management Co. VI, L.L.C. (" PVM VI") is the general partner of PVPFF VI. PVM VI disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM VI is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. The Reporting Person is one of six managing members of PVM VI, each of whom disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. (continued in footnote 4)
4. The members of North Star Venture Management 2010, L.L.C. ("NSVM 2010") are also managing members of PVM VI, and as managing members of PVM VI, they may be deemed to share voting and investment power over such shares. The members of NSVM 2010 disclaim beneficial ownership of such shares, except to the extent of their proportionate pecuniary interest therein.
5. Acquisition by PVM VI pursuant to a pro rata distribution without additional consideration by PVPFF VI.
6. The original Form 4 filed on May 29, 2014 unintentionally listed the incorrect number of shares.
7. The reportable securities are owned directly by PVM VI. Dr. Nashat is one of six managing members of PVM VI, each of whom disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein. The members of NSVM 2010 are also managing members of PVM VI, and as managing members of PVM VI, they may be deemed to share voting and investment power over such shares. The members of NSVM 2010 disclaim beneficial ownership of such shares, except to the extent of their proportionate pecuniary interest therein.
8. Acquisition by North Star Venture Management 2000 Profit Sharing Trust ("NSVM Trust") pursuant to a pro rata distribution without additional consideration by PVPFF VI.
9. The reportable securities are owned directly by the NSVM Trust. The Reporting Person is a participant in the NSVM Trust and the amount reported on this line reflects the amount of reportable securities owned by the NSVM Trust that are attributed to the Reporting Person.
Remarks:
(10) Although the original Form 4 filed on May 29, 2014 was signed by the Reporting Person, the incorrect name was unintentionally inserted in the conformed signature. The correct signature is provided here.
/s/ Amir Nashat (See Footnote 10 under Remarks) 06/03/2014
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.