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*
Intersouth Associates VI, LLC

(Last) (First) (Middle)
C/O INTERSOUTH PARTNERS
102 CITY HALL PLAZA, SUITE 200

(Street)
DURHAM NC 27701

(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)
08/06/2015
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 08/06/2015 J(1) 594,258 D $0.00 1,376,471 I by Intersouth Partners VI, L.P(2)
Common Stock 08/06/2015 J(3) 405,742 D $0.00 939,816 I by Intersouth Partners VII, L.P(4)
Common Stock 08/18/2015 M 15,790 A $6 1,392,261 I by Intersouth Partners VI, L.P(2)
Common Stock 08/18/2015 M 23,686 A $6 963,502 I by Intersouth Partners VII, L.P(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $6 08/18/2015 M 15,790 (5) 08/05/2018 Common Stock 15,790 $0.00 0 I by Intersouth Partners VI, L.P(2)
Warrant $6 08/18/2015 M 23,686 (5) 08/05/2018 Common Stock 23,686 $0.00 0 I by Intersouth Partners VII, L.P(4)
1. Name and Address of Reporting Person*
Intersouth Associates VI, LLC

(Last) (First) (Middle)
C/O INTERSOUTH PARTNERS
102 CITY HALL PLAZA, SUITE 200

(Street)
DURHAM NC 27701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Intersouth Associates VII, LLC

(Last) (First) (Middle)
C/O INTERSOUTH PARTNERS
102 CITY HALL PLAZA, SUITE 200

(Street)
DURHAM NC 27701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
INTERSOUTH PARTNERS VI LP

(Last) (First) (Middle)
C/O INTERSOUTH PARTNERS
102 CITY HALL PLAZA, SUITE 200

(Street)
DURHAM NC 27701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
INTERSOUTH PARTNERS VII L P

(Last) (First) (Middle)
C/O INTERSOUTH PARTNERS
102 CITY HALL PLAZA, SUITE 200

(Street)
DURHAM NC 27701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mumma Mitch

(Last) (First) (Middle)
C/O INTERSOUTH PARTNERS
102 CITY HALL PLAZA, SUITE 200

(Street)
DURHAM NC 27701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dougherty Dennis

(Last) (First) (Middle)
C/O INTERSOUTH PARTNERS
102 CITY HALL PLAZA, SUITE 200

(Street)
DURHAM NC 27701

(City) (State) (Zip)
Explanation of Responses:
1. Distribution of shares by Intersouth Partners VI, L.P to its limited partners.
2. The reportable securities are owned directly by Intersouth Partners VI, L.P. ("ISP VI"). The shares directly held by ISP VI are indirectly held by Intersouth Associates VI, LLC ("ISA VI"), as general partner of ISP VI, and each of the individual managing members of ISA VI. The individual managing members (collectively, the "ISA VI Member Managers") of ISA VI are Mitch Mumma and Dennis Dougherty. ISA VI Member Managers may share voting and dispositive power over the shares directly held by ISP VI.
3. Distribution of shares by Intersouth Partners VII, L.P to its limited partners.
4. The reportable securities are owned directly by Intersouth Partners VII, L.P. ("ISP VII"). The shares directly held by ISP VII are indirectly held by Intersouth Associates VII, LLC ("ISA VII"), as general partner of ISP VII, and each of the individual managing members of ISA VII. The individual managing members (collectively, the "ISA VII Member Managers") of ISA VII are Mitch Mumma and Dennis Dougherty. ISA VII Member Managers may share voting and dispositive power over the shares directly held by ISP VII.
5. Immediately.
Remarks:
/s/ Alexander M. Donaldson, by Power of Attorney 03/03/2016
** 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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