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
X	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* EVNIN LUKE (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Conatus Pharmaceuticals Inc [ CNAT ]	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) 07/30/2013
	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	07/30/2013		C		1,010,099(1)	A	(2)	1,010,099	I	See Footnote(1)
Common Stock	07/30/2013		J(3)		16,716(4)	A	$11	1,026,815	I	See Footnote(5)
Common Stock	07/30/2013		P		165,265(6)	A	$11	1,192,080	I	See Footnote(7)

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 B Convertible Preferred Stock	(2)	07/30/2013		C			8,333,334	(8)	(9)	Common Stock	1,010,099	$0.00	0	I	See Footnote(10)
Warrant to Purchase Series B Preferred Stock (Right to Buy)	$0.9	07/30/2013		C(11)			265,837	05/30/2013	05/30/2018	Series B Preferred Stock	265,837	$0.00	0	I	See Footnote(12)
Warrant to Purchase Common Stock (Right to Buy)	$7.43	07/30/2013		C(11)		32,220		(8)	05/30/2018	Common Stock	32,220	$0.00	32,220	I	See Footnote(13)

1. Name and Address of Reporting Person* EVNIN LUKE (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Foley Todd (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GADICKE ANSBERT (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KAILIAN VAUGHN M (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Vander Vort John (Last) (First) (Middle) C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are held as follows: 473,353 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 18,236 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG"), 13,460 by MPM Asset Management Investors BV4 LLC ("AM BV4"), 486,164 by MPM BioVentures V, L.P. ("BV V") and 18,886 by MPM Asset Management Investors BV5 LLC ("AM BV5"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP and BV IV KG and BV LLC is the manager of AM BV4. MPM BioVentures V GP LLC and MPM BioVentures V LLC ("BV V LLC") are the direct and indirect general partners of BV V and BV V LLC is the manager of AM BV5. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian,James Paul Scopa, Todd Foley and John Vander Vort are the members of BV LLC and BV V LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

2. Each share of Series B Preferred Stock automatically converted into 0.121212 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering ("IPO"). The shares had no expiration date.

3. Represent the conversion of outstanding promissory notes in the principal amount of $182,056.00, plus interest accrued at 6% per annum, which became convertible at $11.00 per share, and simultaneously automatically converted into shares of the Issuer's Common Stock, upon the closing of the IPO. The principal amount of the notes were held as follows: $85,315.15 by BV IV QP, $3,286.84 by BV IV KG, $2,426.01 by AM BV4, $87,623.98 by BV V and $3,404.02 by AM BV5 and the principal and interest converted into the following shares of Common Stock: 7,833 by BV IV QP, 302 by BV IV KG, 223 by AM BV4, 8,045 by BV V and 313 by AM BV5.

4. The shares were acquired as follows: 7,833 by BV IV QP, 302 by BV IV KG, 223 by AM BV4, 8,045 by BV V and 313 by AM BV5.

5. The shares are held as follows: 481,186 by BV IV QP, 18,538 by BV IV KG, 13,683 by AM BV4, 494,209 by BV V and 19,199 by AM BV5. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

6. The shares were purchased as follows: 77,447 by BV IV QP, 2,983 by BV IV KG, 2,202 by AM BV4, 79,543 by BV V and 3,090 by AM BV5.

7. The shares are held as follows: 558,633 by BV IV QP, 21,521 by BV IV KG, 15,885 by AM BV4, 573,752 by BV V and 22,289 by AM BV5. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

8. Immediately.

9. Not applicable.

10. The shares of Series B Preferred Stock were held as follows: 3,905,170 by BV IV QP, 150,450 by BV IV KG, 111,047 by AM BV4, 4,010,853 by BV V and 155,814 by AM BV5.

11. Represents the automatic conversion of warrants to purchase Series B Preferred Stock into warrants to purchase Common Stock on a 1-for-8.25 basis upon the closing of the IPO.

12. The warrants were held as follows: 124,577 by BV IV QP, 4,799 by BV IV KG, 3,542 by AM BV4, 127,948 by BV V and 4,971 by AM BV5.

13. The warrants are held as follows: 15,100 by BV IV QP, 581 by BV IV KG, 429 by AM BV4, 15,508 by BV V and 602 by AM BV5. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

Remarks:

See Form 4 for MPM BioVentures IV-QP, L.P. for additional members of this joint filing.

	/s/ Luke Evnin	08/01/2013
	/s/ Todd Foley	08/01/2013
	/s/ Ansbert Gadicke	08/01/2013
	/s/ Vaughn Kailian	08/01/2013
	/s/ John Vander Vort	08/01/2013
	** Signature of Reporting Person	Date
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