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*
VENROCK ASSOCIATES V LP

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVENUE

(Street)
PALO ALTO CA 94304

(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 1,152,038 A (1) 1,266,322 (5) I By Funds (4)
Common Stock 05/14/2013 C 550,872 A (1) 1,817,194 (6) I By Funds (4)
Common Stock 05/14/2013 P 265,567 A $14 2,082,761 (7) I By Funds (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 8,640,289 (1) (1) Common Stock 1,152,038 (2) $0 0 I By Funds (4)
Series B Preferred Stock (1) 05/14/2013 C 4,131,552 (1) (1) Common Stock 550,872 (3) $0 0 I By Funds (4)
1. Name and Address of Reporting Person*
VENROCK ASSOCIATES V LP

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVENUE

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VENROCK PARTNERS V L P

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVENUE

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Venrock Entrepreneurs Fund V, L.P.

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVENUE

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Venrock Management V, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVENUE

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Venrock Partners Management V, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVENUE

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VEF Management V, LLC

(Last) (First) (Middle)
C/O VENROCK
3340 HILLVIEW AVENUE

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
Explanation of Responses:
1. The Series A Preferred Stock and Series B Preferred Stock have no expiration date and 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. Consists of an aggregate of (i) 1,039,484 shares of common stock issuable upon conversion of shares of Series A preferred stock held by Venrock Associates V, L.P. ("Venrock Associates"); (ii) an aggregate of 88,131 shares of common stock issuable upon conversion of shares of Series A preferred stock held by Venrock Partners V, L.P. ("Venrock Partners"); and (iii) an aggregate of 24,423 shares of common stock issuable upon conversion of shares of Series A preferred stock held by Venrock Entrepreneurs Fund V, L.P. ("Venrock Entrepreneurs").
3. Consists of an aggregate of (i) 497,053 shares of common stock issuable upon conversion of shares of Series B preferred stock held by Venrock Associates; (ii) an aggregate of 42,141 shares of common stock issuable upon conversion of shares of Series B preferred stock held by Venrock Partners; and (iii) an aggregate of 11,678 shares of common stock issuable upon conversion of shares of Series B preferred stock held by Venrock Entrepreneurs.
4. 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 their indirect pecuniary interest therein.
5. Consists of an aggregate of (i) 1,142,604 shares of common stock held by Venrock Associates; (ii) an aggregate of 96,873 shares of common stock held by Venrock Partners; and (iii) an aggregate of 26,845 shares of common stock held by Venrock Entrepreneurs.
6. Consists of an aggregate of (i) 1,639,657 shares of common stock held by Venrock Associates; (ii) an aggregate of 139,014 shares of common stock held by Venrock Partners; and (iii) an aggregate of 38,523 shares of common stock held by Venrock Entrepreneurs.
7. Consists of an aggregate of (i) 1,879,278 shares of common stock held by Venrock Associates; (ii) an aggregate of 159,330 shares of common stock held by Venrock Partners; and (iii) an aggregate of 44,153 shares of common stock held by Venrock Entrepreneurs.
Remarks:
/s/ David L. Stepp, Authorized Signatory 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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