SEC FORM 4/A

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^*

Zisson Alex

(Last)

(First)

(Middle)

60 S. SIXTH STREEET

SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ocera Therapeutics, Inc. [ OCRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Formerly a director

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/21/2011

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, par value $0.00001 per share	07/15/2013		J⁽³⁾		2,500,002	A	$6	2,500,002⁽¹⁾⁽²⁾⁽³⁾	I⁽¹⁾⁽²⁾	see footnotes⁽¹⁾⁽²⁾

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)
Stock Option (Right to Buy)	$4	04/19/2011		A		25,000		04/19/2011	04/19/2021	Common Stock	2,083	$0.00	25,000	D⁽⁴⁾
Stock Option (Right to Buy)	$4.24	08/07/2012		A		31,835		08/07/2012	08/07/2022	Common Stock	2,652	$0.00	31,835	D⁽⁵⁾

Explanation of Responses:

1. These securities are owned of record by Thomas, McNerney & Partners, L.P. ("TMP"), TMP Associates, L.P. ("TMPA"), TMP Nominee, LLC ("TMPN"), Thomas McNerney & Partners II, L.P. ("TMP II"), TMP Associates II, L.P. ("TMPA II") and TMP Nominee II, LLC ("TMPN II"). Thomas, McNerney & Partners, LLC ("TMP LLC") is the general partner of TMP and TMPA and has shared voting and dispositive power of the securities held by TMP and TMPA, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Thomas, McNerney & Partners II, LLC ("TMP II LLC") is the general partner of TMP II and TMPA II and has shared voting and dispositive power of the securities held by TMP II and TMPA II, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Alex Zisson (the "Reporting Person") is one of the managers of TMP LLC and TMP II LLC. - (Continued in Footnote 2)

2. (Continued from Footnote 1) - The Reporting Person is also a member of TMPN II. (Continued on Footnote 2) Accordingly, the Reporting Person may be deemed to share beneficial ownership of such securities, although the Reporting Person disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

3. Tranzyme, Inc. ("Tranzyme") and Ocera Therapeutics, Inc., ("Ocera") entered into an agreement and plan of merger and reorganization, dated April 23, 2013 (the "Merger Agreement"), pursuant to which a wholly owned subsidiary of the Tranzyme merged with and into Ocera, with Ocera surviving as a wholly owned subsidiary of Tranzyme (the "Merger"). As a result of the Merger, the shares of Tranzyme owned by TMP, TMPA, and TMPN were converted into equity of Ocera. Immediately following the Merger, TMP II, TMPA II, and TMPN II acquired shares of Tranzyme's common stock in a private placement transaction. Tranzyme's shareholders also approved a change of its name to "Ocera Therapeutics, Inc." (the "Issuer").

4. These stock options were granted to the Reporting Person pursuant to the 2011 Stock Option and Incentive Plan, qualified under Rule 16b-3(d). 20% of the stock options vested and became exercisable immediately, with the remainder vesting and becoming exercisable in equal installments on each three-month anniversary of the date of grant, such that all of the stock options vested and became exercisable on April 19, 2012.

5. These stock options were granted to the Reporting Person pursuant to Tranzyme's 2011 Stock Option and Incentive Plan, qualified under Rule 16b-3(d). 20% of the stock options vested and became exercisable immediately, with the remainder vesting and becoming exercisable in equal installments on each three-month anniversary of the date of grant, such that all of the stock options will vest and became exercisable on August 7, 2013.

	/s/ Alex Zisson	07/17/2013
	** 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).
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.