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^*

DOMAIN PARTERS VII L P

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Neothetics, Inc. [ NEOT ]

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)
11/25/2014

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	11/25/2014		C		2,921,064	A	⁽⁴⁾	2,921,064	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	11/25/2014		M		92,105	A	$8.54	3,013,169	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	11/25/2014		F		56,185	D	$14	2,956,984	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	11/25/2014		M		165,790	A	$8.54	3,122,774	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	11/25/2014		F		101,132	D	$14	3,021,642	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock	11/25/2014		P		70,000	A	$14	3,091,642	D⁽¹⁾⁽²⁾⁽³⁾

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	⁽⁴⁾	11/25/2014		C			737,422	⁽⁴⁾	⁽⁴⁾	Common Stock	120,888	$0	0	D⁽¹⁾⁽²⁾⁽³⁾
Series B Preferred Stock	⁽⁴⁾	11/25/2014		C			6,111,968	⁽⁴⁾	⁽⁴⁾	Common Stock	1,142,452	$0	0	D⁽¹⁾⁽²⁾⁽³⁾
Series B-2 Preferred Stock	⁽⁴⁾	11/25/2014		C			2,164,305	⁽⁴⁾	⁽⁴⁾	Common Stock	468,848	$0	0	D⁽¹⁾⁽²⁾⁽³⁾
Series C Preferred Stock	⁽⁴⁾	11/25/2014		C			7,252,144	⁽⁴⁾	⁽⁴⁾	Common Stock	1,188,876	$0	0	D⁽¹⁾⁽²⁾⁽³⁾
Series B-2 Preferred Stock Warrant (Right to Buy)	$8.54	11/25/2014		M			92,105	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	92,105	$0	0	D⁽¹⁾⁽²⁾⁽³⁾
Series C Preferred Stock Warrant (Right to Buy)	$8.54	11/25/2014		M			165,790	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common Stock	165,790	$0	0	D⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

DOMAIN PARTERS VII L P

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(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^*

BLAIR JAMES C

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(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^*

DOVEY BRIAN H

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(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^*

TREU JESSE I

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(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^*

SCHOEMAKER KATHLEEN K

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(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^*

VITULLO NICOLE

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(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^*

Halak Brian K

(Last)

(First)

(Middle)

C/O DOMAIN ASSOCIATES, LLC

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(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 securities reported as directly beneficially owned by the Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VII, LLC, the sole general partner of the designated Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the designated Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.

2. As managing members of Domain Associates, LLC, each Reporting Owner listed below may also be deemed to indirectly beneficially 24,000 shares of Common Stock held by Domain Associates, LLC.

3. As managing members of the sole general partner of DP VII Associates, L.P., each Reporting Owner listed below may also be deemed to indirectly beneficially own the securities of the Issuer held by DP VII Associates, L.P., as reported on a Form 4 for DP VII Associates, L.P. filed on the same date as this Form 4.

4. All outstanding shares of the Issuer's preferred stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering (the "IPO") for no additional consideration. The preferred stock had no expiration date.

5. Immediately prior to the closing of the IPO the Warrants were net exercised for shares of Preferred Stock, which then automatically converted into shares of Common Stock. The net exercise is based on a fair market value of the IPO price of the Common Stock, which was $14.00 per share.

Remarks:

	/s/ Kathleen K. Schoemaker, as Managing Member of One Palmer Square Associates VII, LLC, General Partner of Domain Partners VII, L.P., individually, and as Attorney-in-Fact for J. Blair, B. Dovey, J. Treu, N. Vitullo and B. Halak	11/25/2014
	** 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).
** 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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