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
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1. Name and Address of Reporting Person*
SOFINNOVA VENTURE PARTNERS VI L P

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2013
3. Issuer Name and Ticker or Trading Symbol
Ocera Therapeutics, Inc. [ OCRX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 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 702,555(1) D
Common Stock 139,195(2) D
Common Stock 9,576(3) 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
Stock warrant (right to buy) 03/30/2012 03/30/2019 Common Stock 9,187(4) 0.67 D
Stock warrant (right to buy) 10/01/2012 10/01/2019 Common Stock 9,187(5) 0.67 D
Stock warrant (right to buy) 03/30/2012 03/30/2019 Common Stock 1,820(6) 0.67 D
Stock warrant (right to buy) 10/01/2012 10/01/2019 Common Stock 1,820(7) 0.67 D
Stock warrant (right to buy) 03/01/2012 03/30/2019 Common Stock 125(8) 0.67 D
Stock warrant (right to buy) 03/01/2012 10/01/2019 Common Stock 125(9) 0.67 D
1. Name and Address of Reporting Person*
SOFINNOVA VENTURE PARTNERS VI L P

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sofinnova Venture Partners VI GmbH & Co. KG

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sofinnova Venture Affiliates VI LP

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Sofinnova Management VI, L.L.C.

(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Buatois Eric

(Last) (First) (Middle)
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Azan Alain

(Last) (First) (Middle)
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HEALY JAMES

(Last) (First) (Middle)
C/O SOFINNOVA VENTURES
2800 SAND HILL ROAD, SUITE 150

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
Explanation of Responses:
1. Received in connection with the merger of Ocera Subsidiary, Inc. (f/k/a Ocera Therapeutics, Inc.) with a wholly owned subsidiary of Ocera Therapeutics, Inc. (f/k/a Tranzyme, Inc.), in which transaction Ocera Subsidiary, Inc. was the surviving corporation (the "Merger"), in exchange for 5,869,587 shares of the common stock of Ocera Subsidiary, Inc. Immediately prior to the effective time of the Merger, Ocera Subsidiary, Inc. preferred stock shares and convertible notes were converted into shares of Ocera Subsidiary, Inc. common stock.
2. Received in connection with the Merger in exchange for 1,162,925 shares of the common stock of Ocera Subsidiary, Inc. Immediately prior to the effective time of the Merger, Ocera Subsidiary, Inc. preferred stock shares and convertible notes were converted into shares of Ocera Subsidiary, Inc. common stock.
3. Received in connection with the Merger in exchange for 80,010 shares of the common stock of Ocera Subsidiary, Inc. Immediately prior to the effective time of the Merger, Ocera Subsidiary, Inc. preferred stock shares and convertible notes were converted into shares of Ocera Subsidiary, Inc. common stock.
4. Received in connection with the Merger in exchange for a warrant to acquire 76,756 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
5. Received in connection with the Merger in exchange for a warrant to acquire 76,756 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
6. Received in connection with the Merger in exchange for a warrant to acquire 15,207 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
7. Received in connection with the Merger in exchange for a warrant to acquire 15,207 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
8. Received in connection with the Merger in exchange for a warrant to acquire 1,046 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
9. Received in connection with the Merger in exchange for a warrant to acquire 1,046 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
Remarks:
SV LLC and its managing members disclaim benefical ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that SV LLC or any of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VI, L.P. 07/17/2013
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VI GmbH & Co. KG 07/17/2013
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Affiliates VI, L.P. 07/17/2013
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VI, L.L.C. 07/17/2013
/s/ Nathalie Auber, Attorney-in-Fact for Alain Azan 07/17/2013
/s/ Nathalie Auber, Attorney-in-Fact for Eric Buatois 07/17/2013
/s/ Nathalie Auber, Attorney-in-Fact for James Healy 07/17/2013
** 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).
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