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^*

SEGERROS ANDREAS Rutger

(Last)

(First)

(Middle)

460 EAST SWEDESFORD ROAD

SUITE 1050

(Street)

WAYNE

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Egalet Corp [ EGLT ]

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)
02/11/2014

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	02/11/2014		C		416,812	A	⁽²⁾	416,812	I	By Sunstone⁽⁷⁾
Common Stock	02/11/2014		C		736,826	A	⁽³⁾	1,153,638	I	By Sunstone⁽⁷⁾
Common Stock	02/11/2014		X		96,000	A	$0.001	1,249,638	I	By Sunstone⁽⁷⁾
Common Stock	02/11/2014		C		202,658	A	$6	1,452,296	I	By Sunstone⁽⁷⁾
Common Stock	02/11/2014		C		273,986	A	$6	1,726,282	I	By Sunstone⁽⁷⁾
Common Stock	02/11/2014		P		133,333	A	$12	1,859,615	I	By Sunstone⁽⁷⁾
Common Stock								154,938	I	By Egalet A/S⁽¹⁾

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-1 Preferred Stock	⁽²⁾	02/11/2014		C			416,812	⁽²⁾	⁽²⁾	Common Stock	416,812⁽²⁾	$0	0	I	By Sunstone⁽⁷⁾
Series B Preferred Stock	⁽³⁾	02/11/2014		C			736,826	⁽³⁾	⁽³⁾	Common Stock	736,826⁽³⁾	$0	0	I	By Sunstone⁽⁷⁾
Warrants	$0.001	02/11/2014		X			96,000	⁽⁴⁾	⁽⁴⁾	Common Stock	96,000	$0	0	I	By Sunstone⁽⁷⁾
Subordinated Convertible Debt	$6	02/11/2014		C			$1,215,948	⁽⁵⁾	⁽⁵⁾	Common Stock	202,658	$0	0	I	By Sunstone⁽⁷⁾
Senior Convertible Debt	$6	02/11/2014		C			$1,643,923	⁽⁶⁾	⁽⁶⁾	Common Stock	273,986	$0	0	I	By Sunstone⁽⁷⁾

Explanation of Responses:

1. The reporting person is Egalet A/S, a corporation. Sunstone Life Science Ventures Fund II K/S ("Sunstone") is a 12.0% equityholder of Egalet A/S.

2. The Series A-1 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.

3. The Series B Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.

4. The warrants were automatically exercised into Egalet Corporation common stock immediately prior to the consummation of the Egalet Corporation's initial public offering on a 1-for-1 basis, pursuant to Sunstone's purchase of a specified minimum amount of common stock in such offering.

5. The subordinated convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.

6. The senior convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.

7. The reporting person is Sunstone. The General Partner has sole dispositive and voting power over shares held by Sunstone. Mr. Segerros is authorized to act on the General Partner's behalf jointly with any member of the General Partner's board of directors with respect to matters relating to the Issuer and therefore may be deemed to share the right to direct the voting and dispositive control of shares held by Sunstone. Mr. Segerros disclaims beneficial ownership of any such securities except to the extent of his proportionate pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Segerros is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Stan Musial by Stan Musial, attorney in fact for Andreas Rutger Segerros	02/12/2014
	** 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).
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