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*
Krasnow Ronald A.
(Last) (First) (Middle)
C/O RELYPSA, INC.
100 CARDINAL WAY
(Street)
REDWOOD CITY CA 94063
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Relypsa Inc [ RLYP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2016
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)
Code V Amount (A) or (D) Price
Common Stock 09/01/2016 A 2,917(1) A $0.00 17,646 D
Common Stock 09/01/2016 U(2) 3,479 D $32 14,167 D
Common Stock 09/01/2016 D(3) 14,167 D $32 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $18.87 09/01/2016 A 11,667(4) 09/01/2016 11/05/2025 Common Stock 11,667 $0.00 17,500 D
Stock Option (Right to Buy) $18.87 09/01/2016 D 17,500 (3) 11/05/2025 Common Stock 17,500 (3) 0 D
Stock Option (Right to Buy) $4.65 09/01/2016 D 17,441 (3) 09/28/2020 Common Stock 17,441 (3) 0 D
Stock Option (Right to Buy) $3.96 09/01/2016 D 8,783 (3) 09/13/2021 Common Stock 8,783 (3) 0 D
Stock Option (Right to Buy) $3.96 09/01/2016 D 37,611 (3) 09/27/2022 Common Stock 37,611 (3) 0 D
Stock Option (Right to Buy) $7.4 09/01/2016 D 43,603 (3) 07/23/2023 Common Stock 43,603 (3) 0 D
Stock Option (Right to Buy) $27.21 09/01/2016 D 24,500 (3) 08/13/2024 Common Stock 24,500 (3) 0 D
Stock Option (Right to Buy) $28.38 09/01/2016 D 24,500 (3) 08/09/2025 Common Stock 24,500 (3) 0 D
Explanation of Responses:
1. On November 6, 2015, the Reporting Person was granted 4,375 Restricted Stock Units to vest upon achievement of certain performance-based milestones (the "Performance RSUs"). On June 3, 2016, 1/3rd of the Performance RSUs vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining Performance RSUs accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Agreement and Plan of Merger, dated as of July 20, 2016 (the "Merger Agreement"), by and among the Issuer, Galencia AG, a public limited company existing under the laws of Switzerland ("Parent"), and Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent.
2. Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $32.00 per share, without interest, subject to any applicable withholding taxes.
3. Pursuant to the terms of the Merger Agreement, on September 1, 2016, each award of restricted stock units and stock options was cancelled in exchange for the right to receive $32.00 per share in cash less any applicable withholding taxes and in the case of stock options, less the applicable exercise price.
4. On November 6, 2015, the Reporting Person was granted an option to purchase 17,500 shares of Common Stock to vest in three equal tranches upon achievement of certain performance-based milestones (the "Performance Option"). On June 3, 2016, 1/3rd of the Performance Option vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining unvested shares subject to the Performance Option accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Merger Agreement.
Remarks:
General Counsel, SVP and Secretary
/s/ Ronald A. Krasnow 09/02/2016
** 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).
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