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^*

MORRIS I WISTAR III

(Last)

(First)

(Middle)

6340 QUADRANGLE DRIVE

SUITE 100

(Street)

CHAPEL HILL

27517

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CEMPRA, INC. [ CEMP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2012

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	08/17/2012		M		2,500	A	$7.62	744,533	D
Common Stock								517,566	I	Held by Spouse, Martha H. Morris⁽¹⁾⁽²⁾
Common Stock								474,616	I	Held by Mr. Morris and Mrs. Morris as Trustees for the Cotswold Foundation⁽¹⁾⁽²⁾
Common Stock								496,286	I	Held by Eleventh Generation Partnership LP⁽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)
Stock Option (Right to Buy)	$7.62	08/17/2012		M			2,500	⁽³⁾	03/20/2022	Common Stock	2,500	$7.62	12,500	D
Warrant	$6							⁽⁴⁾	08/05/2018	Common Stock	13,635		13,635	D
Warrant	$6							⁽⁴⁾	08/05/2018	Common Stock	9,345		9,345	I	Held by Spouse, Martha H. Morris⁽¹⁾⁽²⁾
Warrant	$6							⁽⁴⁾	08/05/2018	Common Stock	8,543		8,543	I	Held by Mr. Morris and Mrs. Morris as Trustees for the Cotswold Foundation⁽¹⁾⁽²⁾
Warrant	$6							⁽⁴⁾	08/05/2018	Common Stock	8,944		8,944	I	Held by Eleventh Generation Partnership, LP⁽¹⁾

Explanation of Responses:

1. Mr. Morris shares voting power with respect to the reportable securities held by Mrs. Morris and the Cotswold Foundation. Mr. Morris disclaims beneficial ownership of the reportable securities held by Mrs. Morris, the Cotswold Foundation and the Eleventh Generation Partnership, LP, a partnership of which Mr. Morris's daughters are the general partners, and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

2. Mr. Morris is the spouse of Martha Morris and a trustee of the Cotswold Foundation.

3. The option vests according to the following schedule: 1/12th of the shares vest at the end of each month, beginning 03/31/12.

4. Immediately.

Remarks:

	/s/ Mark W. Hahn, Attorney-in-Fact	08/21/2012
	** 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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