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

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^*

Advent Life Sciences LLP

(Last)

(First)

(Middle)

158 NORTH GOWER STREET

(Street)

LONDON

NW1 2ND

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Versartis, Inc. [ VSAR ]

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)
03/26/2014

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)
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	03/26/2014		C		1,258,086	A	⁽¹⁾	1,258,086	I	See FN⁽²⁾
Common Stock	03/26/2014		C		489,253	A	⁽¹⁾	1,747,339	I	See FN⁽²⁾
Common Stock	03/26/2014		C		176,813	A	⁽¹⁾	1,924,152	I	See FN⁽²⁾
Common Stock	03/26/2014		C		78,228	A	⁽¹⁾	2,002,380	I	See FN⁽²⁾
Common Stock	03/26/2014		C		154,178	A	⁽¹⁾	2,156,558	I	See FN⁽²⁾
Common Stock	03/26/2014		P		60,000	A	$21	2,216,558	I	See FN⁽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)
Warrants to Purchase Series B Preferred Stock	$0.45	03/26/2014		X			506,376	⁽³⁾	03/26/2014	Series B Convertible Preferred Stock	506,376	$0.00	0	I	See FN⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/26/2014		X		506,376		⁽⁴⁾	⁽⁴⁾	Common Stock	44,031	$0.00	14,468,020	I	See FN⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	03/26/2014		C			14,468,020	⁽⁴⁾	⁽⁴⁾	Common Stock	1,258,086	$0.00	0	I	See FN⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	03/26/2014		C			5,626,413	⁽⁴⁾	⁽⁴⁾	Common Stock	489,253	$0.00	0	I	See FN⁽²⁾
Series D-1 Convertible Preferred Stock	⁽¹⁾	03/26/2014		C			2,033,350	⁽⁴⁾	⁽⁴⁾	Common Stock	176,813	$0.00	0	I	See FN⁽²⁾
Series D-2 Convertible Preferred Stock	⁽¹⁾	03/26/2014		C			899,619	⁽⁴⁾	⁽⁴⁾	Common Stock	78,228	$0.00	0	I	See FN⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	03/26/2014		C			1,773,049	⁽⁴⁾	⁽⁴⁾	Common Stock	154,178	$0.00	0	I	See FN⁽²⁾

1. Name and Address of Reporting Person^*

Advent Life Sciences LLP

(Last)

(First)

(Middle)

158 NORTH GOWER STREET

(Street)

LONDON

NW1 2ND

(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^*

Advent Life Sciences Fund I LP

(Last)

(First)

(Middle)

158 NORTH GOWER STREET

(Street)

LONDON

NW1 2ND

(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. In connection with the completion of the Issuer's initial public offering of Common Stock, each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D-1 Convertible Preferred Stock, Series D-2 Convertible Preferred Stock and Series E Convertible Preferred Stock automatically converted into Common Stock on a 1-for-11.5 basis.

2. Securities are held by Advent Life Sciences LLP ("Advent") and Advent Life Sciences Fund I LP ("Advent Fund"). Advent is the general partner of Advent Fund.

3. Immediately exercisable. In connection with the closing of the Issuer's initial public offering of Common Stock the warrant to purchase Series B Convertible Preferred Stock shall automatically convert into a warrant to purchase Common Stock on a 1-for-11.5 basis if the warrant is not otherwise exercised prior to such closing.

4. The securities do not have an expiration date. Each share of Series B, Series C, Series D-1, Series D-2 and Series E Convertible Preferred Stock converted automatically into shares of Common Stock in connection with the closing of the Issuer's initial public offering on March 26, 2014. Prior to its conversion into the Issuer's Common Stock, The Series B, Series C, Series D-1, Series D-2 and Series E Convertible Preferred Stock was convertible at any time at the option of the holder.

Remarks:

	/s/ Shahzad Malik, General Partner, Advent Life Sciences LLP	03/27/2014
	/s/ Shahzad Malik, General Partner of Advent Life Sciences LLP acting in its capcaity as Manager of Advent Life Sciences Fund I LP	03/27/2014
	** 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.