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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Oldach David W. (Last) (First) (Middle) 6320 QUADRANGLE DRIVE SUITE 360 (Street) CHAPEL HILL NC 27517 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/08/2015	3. Issuer Name and Ticker or Trading Symbol CEMPRA, INC. [ CEMP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Medical Officer	5. 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 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)
Common Stock	3,300	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(1)	12/31/2024	Common Stock	23,000	$23.51	D
Employee Stock Option (Right to Buy)	(2)	01/07/2024	Common Stock	7,500	$13.1	D
Employee Stock Option (Right to Buy)	(3)	03/06/2023	Common Stock	10,000	$6.64	D
Employee Stock Option (Right to Buy)	(4)	01/17/2023	Common Stock	14,087	$6.63	D
Employee Stock Option (Right to Buy)	(5)	03/20/2022	Common Stock	20,000	$7.47	D
Employee Stock Option (Right to Buy)	(6)	02/28/2021	Common Stock	36,347	$2.28	D

Explanation of Responses:

1. The option vests according to the following schedule: 1/48th of the shares vest at the end of each month over 48 months, beginning after 01/01/2015.

2. The option vests according to the following schedule: 1/48th of the shares vest at the end of each month over 48 months, beginning after 01/01/2014.

3. The option vested according to the following schedule: 1/4th of the shares vest at the end of each quarter, beginning after 01/01/2013.

4. The option vested according to the following schedule: 1/4th of the shares vest at the end of each quarter, beginning after 01/01/2013.

5. The option vested on the one-year anniversary of the 03/21/2012 grant date.

6. The option vests according to the following schedule: 1/4th of the shares vest on the one-year anniversary of the 03/01/2011 grant date; 1/36th of the remaining shares vest at the end of each month over the next 36 months.

Remarks:

	/s/ Alexander M. Donaldson, by Power of Attorney	01/13/2015
	** 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).
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.