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^*

Mehra Anand

(Last)

(First)

(Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, 4-250

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2014

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	08/05/2014		C		494,161	A	⁽¹⁾	494,161	I	See footnote⁽²⁾
Common Stock	08/05/2014		C		97,907	A	⁽¹⁾	97,907	I	See footnote⁽³⁾
Common Stock	08/05/2014		C		6,736	A	⁽¹⁾	6,736	I	See footnote⁽⁴⁾
Common Stock	08/05/2014		C		322,913	A	⁽¹⁾	817,074	I	See footnote⁽²⁾
Common Stock	08/05/2014		C		63,978	A	⁽¹⁾	161,885	I	See footnote⁽³⁾
Common Stock	08/05/2014		C		4,402	A	⁽¹⁾	11,138	I	See footnote⁽⁴⁾
Common Stock	08/05/2014		C		317,777	A	⁽¹⁾	1,134,851	I	See footnote⁽²⁾
Common Stock	08/05/2014		C		62,960	A	⁽¹⁾	224,845	I	See footnote⁽³⁾
Common Stock	08/05/2014		C		4,332	A	⁽¹⁾	15,470	I	See footnote⁽⁴⁾
Common Stock	08/05/2014		P		724,788	A	$8	1,859,639	I	See footnote⁽²⁾
Common Stock	08/05/2014		P		13,367	A	$8	238,212	I	See footnote⁽³⁾
Common Stock	08/05/2014		P		12,528	A	$8	27,998	I	See footnote⁽⁴⁾

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)
Series A Preferred Stock	⁽¹⁾	08/05/2014		C			3,212,038	⁽¹⁾	⁽¹⁾	Common Stock	494,161	$0	0	I	See footnote⁽²⁾
Series A Preferred Stock	⁽¹⁾	08/05/2014		C			636,393	⁽¹⁾	⁽¹⁾	Common Stock	97,907	$0	0	I	See footnote⁽³⁾
Series A Preferred Stock	⁽¹⁾	08/05/2014		C			43,785	⁽¹⁾	⁽¹⁾	Common Stock	6,736	$0	0	I	See footnote⁽⁴⁾
Series B Preferred Stock	⁽¹⁾	08/05/2014		C			2,098,937	⁽¹⁾	⁽¹⁾	Common Stock	322,913	$0	0	I	See footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	08/05/2014		C			415,857	⁽¹⁾	⁽¹⁾	Common Stock	63,978	$0	0	I	See footnote⁽³⁾
Series B Preferred Stock	⁽¹⁾	08/05/2014		C			28,612	⁽¹⁾	⁽¹⁾	Common Stock	4,402	$0	0	I	See footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	08/05/2014		C			2,065,553	⁽¹⁾	⁽¹⁾	Common Stock	317,777	$0	0	I	See footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	08/05/2014		C			409,241	⁽¹⁾	⁽¹⁾	Common Stock	62,960	$0	0	I	See footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	08/05/2014		C			28,156	⁽¹⁾	⁽¹⁾	Common Stock	4,332	$0	0	I	See footnote⁽⁴⁾
Preferred Stock Warrant (right to buy)	$10.86⁽⁵⁾	08/05/2014		J⁽⁶⁾			524,734	⁽⁵⁾	04/07/2019	Common Stock	80,728⁽⁵⁾	$0	0	I	See footnote⁽²⁾
Preferred Stock Warrant (right to buy)	$10.86⁽⁵⁾	08/05/2014		J⁽⁶⁾			103,964	⁽⁵⁾	04/07/2019	Common Stock	15,994⁽⁵⁾	$0	0	I	See footnote⁽³⁾
Preferred Stock Warrant (right to buy)	$10.86⁽⁵⁾	08/05/2014		J⁽⁶⁾			7,153	⁽⁵⁾	04/07/2019	Common Stock	1,100⁽⁵⁾	$0	0	I	See footnote⁽⁴⁾

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 automatically converted into shares of common stock upon the closing of the Issuer's initial public offering for no additional consideration and had 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 above reflect the total shares underlying the warrant.

6. Upon the closing of the Issuer's initial public offering, this warrant was terminated pursuant to its terms for no additional consideration.

	/s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra	08/06/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VI, L.P.	08/06/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VI GmbH & Co. KG	08/06/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Affiliates VI, L.P.	08/06/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VI, L.L.C.	08/06/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Alain Azan	08/06/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Eric Buatois	08/06/2014
	/s/ Nathalie Auber, Attorney-in-Fact for James Healy	08/06/2014
	/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell	08/06/2014
	** Signature of Reporting Person	Date
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