SEC FORM 4

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^*

Zisson Alex

(Last)

(First)

(Middle)

60 SOUTH SIXTH STREET, SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc. [ ASPX ]

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)
10/09/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/09/2014		M		60,151⁽¹⁾	A	$3.879	5,280,375⁽²⁾	I	see footnote⁽³⁾
Common Stock	10/09/2014		D⁽⁴⁾		9,771⁽⁵⁾	D	$23.885	5,270,604⁽⁶⁾	I	see footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrent	$3.879	10/09/2014		M			60,151⁽¹⁾	⁽⁷⁾	10/09/2014	Common Stock	60,151	$0	0	I	see footnote⁽³⁾

Explanation of Responses:

1. The securities are held as follows: 59,310 shares by Thomas, McNerney & Partners II, L.P. ("TMP II"), 619 shares by TMP Nominee II, LLC ("TMPN II") and 222 shares by TMP Associates II, L.P. ("TMPA II").

2. Includes 5,206,453 shares held in the name of TMP II; 54,387 shares held in the name of TMPN II; and 19,535 shares held in the name of TMPA II.

3. The securities are held in the name of TMP II, TMPN II and TMPA II. Thomas, McNerney & Partners II, LLC ("TMP II LLC") is the general partner of TMP II and TMPA II. Alex Zisson is a manager of TMP II LLC and has shared voting and dispositive power over the securities held by TMP II and TMPA II, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

4. On October 9, 2014, TMP II, TMPN II, and TMPA II exercised warrants to purchase an aggregate 60,151 shares of Auspex Pharmaceuticals, Inc. ("Auspex") common stock for $3.879 per share. The warrants were exercised on a cashless basis, resulting in Auspex withholding 9,771 of the warrant shares to pay the exercise price and issuing a net 50,380 shares of common stock.

5. The securities were disposed of as follows: 9,633 shares by TMP II, 101 shares by TMPN II and 37 shares by TMPA II.

6. Includes 5,196,820 shares held in the name of TMP II; 54,286 shares held in the name of TMPN II; and 19,498 shares held in the name of TMPA II.

7. The warrant was immediately exercisable.

Remarks:

	/s/ Alex Zisson	10/09/2014
	** 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).
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