SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Mehra Anand

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/31/2014

3. Issuer Name and Ticker or Trading Symbol
MARINUS PHARMACEUTICALS INC [ MRNS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	494,161	⁽¹⁾	I	See footnote⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	97,907	⁽¹⁾	I	See footnote⁽³⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,736	⁽¹⁾	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	322,913	⁽¹⁾	I	See footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	63,978	⁽¹⁾	I	See footnote⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,402	⁽¹⁾	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	317,777	⁽¹⁾	I	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	62,960	⁽¹⁾	I	See footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,332	⁽¹⁾	I	See footnote⁽⁴⁾
Preferred Stock Warrant (right to buy)	⁽⁵⁾	04/07/2019	Common Stock	80,728⁽⁵⁾	$10.86⁽⁵⁾	I	See footnote⁽²⁾
Preferred Stock Warrant (right to buy)	⁽⁵⁾	04/07/2019	Common Stock	15,994⁽⁵⁾	$10.86⁽⁵⁾	I	See footnote⁽³⁾
Preferred Stock Warrant (right to buy)	⁽⁵⁾	04/07/2019	Common Stock	1,100⁽⁵⁾	$10.86⁽⁵⁾	I	See footnote⁽⁴⁾
Stock Option (right to buy)	⁽⁶⁾	06/09/2019	Common Stock	15,515	$1.04	D⁽⁷⁾
Stock Option (right to buy)	⁽⁸⁾	03/20/2022	Common Stock	27,035	$1.04	D⁽⁷⁾

1. Name and Address of Reporting Person^*

Mehra Anand

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SOFINNOVA VENTURE PARTNERS VI L P

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(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^*

Sofinnova Venture Partners VI GmbH & Co. KG

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(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^*

Sofinnova Venture Affiliates VI LP

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(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^*

Sofinnova Management VI, L.L.C.

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(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^*

Buatois Eric

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(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^*

HEALY JAMES

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(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^*

Azan Alain

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(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^*

POWELL MICHAEL

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(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 reported securities will automatically convert into shares of common stock upon the closing of the Issuer's initial public offering for no additional consideration and have no expiration.

2. Shares are held by Sofinnova Venture Partners VI, L.P. ("SVP VI"). Sofinnova Management VI, L.L.C. ("SM VI") is the general partner of SVP VI and James I. Healy ("Healy"), Michael F. Powell ("Powell"), Alain L. Azan ("Azan") and Eric P. Buatois ("Buatois"), the managing members of SM VI, and Anand Mehra ("Mehra"), a director of the Issuer, may be deemed to share voting and dispositive power over the shares held by such entities.

3. Shares are held by Sofinnova Venture Partners VI GmbH & Co. KG ("SVP KG"). SM VI is the managing limited partner of SVP KG, and Healy, Powell, Azan and Buatois, the managing members of SM VI, and Mehra, a director of the Issuer, may be deemed to share voting and dispositive power over the shares held by such entities.

4. Shares are held by Sofinnova Venture Affiliates VI, L.P. ("SVA VI"). SM VI is the general partner of SVA VI, and Healy, Powell, Azan and Buatois, the managing members of SM VI, and Mehra, a director of the Issuer, may be deemed to share voting and dispositive power over the shares held by such entities.

5. This warrant is immediately exercisable. The shares of common stock underlying this warrant will be issued assuming automatic net exercise of the warrants on a net-issue basis upon the closing of the Issuer's initial public offering at the initial public offering price. The shares above reflect the total shares underlying the warrants.

6. 25% vested on June 9, 2010; remaining shares vested in equal installments at the end of each of the 36 months thereafter.

7. This option is owned directly by Mr. Mehra.

8. 100% vested on May 1, 2013.

	/s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra	07/31/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VI, L.P.	07/31/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VI GmbH & Co. KG	07/31/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Affiliates VI, L.P.	07/31/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VI, L.L.C.	07/31/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Alain Azan	07/31/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Eric Buatois	07/31/2014
	/s/ Nathalie Auber, Attorney-in-Fact for James Healy	07/31/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell	07/31/2014
	** 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 5 (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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