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^*

SILVERSTEIN JONATHAN

(Last)

(First)

(Middle)

C/O ORBIMED ADVISORS LLC

601 LEXINGTON AVENUE

(Street)

NEW YORK

10022

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2013

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	11/20/2013		C		1,904,940⁽¹⁾⁽²⁾	A	⁽²⁾	1,904,940	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		C		1,905,702⁽¹⁾⁽⁵⁾	A	⁽⁵⁾	3,810,642	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		C		3,007,297⁽¹⁾⁽⁶⁾	A	⁽⁶⁾	6,817,939	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		C		693,991⁽¹⁾⁽⁷⁾	A	⁽⁷⁾	7,511,930	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		M		1,417,578⁽¹⁾	A	$0.17	8,929,508	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		F		22,166⁽¹⁾⁽⁸⁾	D	$11	8,907,342	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		M		327,133⁽¹⁾	A	$0.17	9,234,475	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		F		5,116⁽¹⁾⁽⁸⁾	D	$11	9,229,359	I	See Footnotes⁽³⁾⁽⁴⁾
Common Stock	11/20/2013		P		712,192⁽¹⁾	A	$11	9,941,551	I	See Footnotes⁽³⁾⁽⁴⁾

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 B-1 Preferred Stock	⁽²⁾	11/20/2013		C			1,295,845⁽¹⁾	⁽²⁾	⁽⁹⁾	Common Stock	1,904,940⁽¹⁾⁽²⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series B-2 Preferred Stock	⁽⁵⁾	11/20/2013		C			1,905,702⁽¹⁾	⁽⁵⁾	⁽⁹⁾	Common Stock	1,905,702⁽¹⁾⁽⁵⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series C-1 Preferred Stock	⁽⁶⁾	11/20/2013		C			3,007,297⁽¹⁾	⁽⁶⁾	⁽⁹⁾	Common Stock	3,007,297⁽¹⁾⁽⁶⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Series C-2 Preferred Stock	⁽⁷⁾	11/20/2013		C			693,991⁽¹⁾	⁽⁷⁾	⁽⁹⁾	Common Stock	693,991⁽¹⁾⁽⁷⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	$0.17⁽¹⁾⁽¹⁰⁾	11/20/2013		J			1,417,578⁽¹⁾⁽¹⁰⁾	⁽¹⁰⁾	11/20/2013	Series C-1 Preferred Stock	1,417,578⁽¹⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹⁰⁾	11/20/2013		J		1,417,578⁽¹⁾⁽¹⁰⁾		⁽¹⁰⁾	11/20/2013	Common Stock	1,417,578⁽¹⁾	$0.00	1,417,578⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹⁰⁾	11/20/2013		M			1,417,578⁽¹⁾⁽¹⁰⁾	⁽¹⁰⁾	11/20/2013	Common Stock	1,417,578⁽¹⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Preferred Stock	$0.17⁽¹⁾⁽¹¹⁾	11/20/2013		J			327,133⁽¹⁾⁽¹¹⁾	⁽¹¹⁾	11/20/2013	Series C-2 Preferred Stock	327,133⁽¹⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹¹⁾	11/20/2013		J		327,133⁽¹⁾⁽¹¹⁾		⁽¹¹⁾	11/20/2013	Common Stock	327,133⁽¹⁾	$0.00	327,133⁽¹⁾	I	See Footnotes⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.17⁽¹⁾⁽¹¹⁾	11/20/2013		M			327,133⁽¹⁾⁽¹¹⁾	⁽¹¹⁾	11/20/2013	Common Stock	327,133⁽¹⁾	$0.00	0	I	See Footnotes⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Reflects a 1-for-17.2 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.

2. Each share of Series B-1 Preferred Stock automatically converted into the Issuer's common stock ("Common Stock") immediately prior to the closing of the Issuer's initial public offering, at a conversion ratio of 1.47 shares of Common Stock for every 1 share of Series B-1 Preferred Stock.

3. Shares are directly beneficially owned by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the sole general partner of OPI IV. OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP IV. Samuel D. Isaly ("Isaly") is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP IV, Advisors and Isaly may be deemed to have voting and investment power over the securities beneficially owned by OPI IV and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a member of Advisors and is obligated to transfer any shares issued under any equity grants made to him by the Issuer to Advisors and certain of its related entities.

4. Each of the Reporting Person, GP IV, Advisors and Isaly disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of them are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.

5. Each share of Series B-2 Preferred Stock automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

6. Each share of Series C-1 Preferred Stock automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

7. Each share of Series C-2 Preferred Stock automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

8. Shares disposed of in connection with net share settlement of outstanding warrants, which resulted in the cancellation of underlying shares to the Issuer, and which did not involve any sale of shares.

9. The shares did not have an expiration date.

10. Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-1 Preferred Stock automatically converted on a 1-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.

11. Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-2 Preferred Stock automatically converted on a 1-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.

	/s/ Ronald A. Krasnow, as Attorney-in-Fact for Jonathan Silverstein	11/20/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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