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*
H.I.G. Ventures - Tranzyme, LLC

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRANZYME INC [ TZYM ]
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)
04/06/2011
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)
Code V Amount (A) or (D) Price
Common Stock 04/06/2011 C 2,189,791 A (1) 2,189,791 D(2)
Common Stock 04/06/2011 P 812,500 A $4 3,002,291 D(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock (1) 04/06/2011 C 15,328,551 (1) (1) Common Stock 2,189,791 $0 0 D
1. Name and Address of Reporting Person*
H.I.G. Ventures - Tranzyme, LLC

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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*
HIG GP II INC

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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*
MNAYMNEH SAMI

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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*
TAMER ANTHONY

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(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*
Davidson Aaron

(Last) (First) (Middle)
C/O H.I.G. CAPITAL
1450 BRICKELL AVENUE, 31ST FLOOR

(Street)
MIAMI FL 33131

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each share of the Issuer's Series A Convertible Preferred Stock automatically converted, for no additional consideration, into shares of Common Stock prior to the closing of the Issuer's initial public offering on a 7-for-1 basis, reflecting a 1-for-7 reverse stock split which became effective on March 31, 2011.
2. These securities are owned of record by H.I.G. Ventures - Tranzyme, LLC ("HIG LLC"). H.I.G. - GPII, Inc. ("GP II") is the manager of HIG LLC and has shared voting and dispositive power of the securities held by HIG LLC, but GP II disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. The co-presidents, directors, and sole shareholders of GP II having shared voting and dispositive power over these securities are Sami Mnaymneh and Anthony Tamer, each of whom disclaims beneficial ownership of such securities except to the extent of his pecuniary interests therein.
3. These shares were purchased in the Issuer's initial public offering.
/s/ Richard H. Siegel, Vice President and General Counsel 04/06/2011
/s/ Richard H. Siegel, Vice President and General Counsel 04/06/2011
/s/ Anthony Tamer 04/06/2011
/s/ Sami W. Mnaymneh 04/06/2011
/s/ Richard I. Eisenstadt for Aaron Davidson, Attorney-in-fact 04/06/2011
** 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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