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*
Canaan VII L P

(Last) (First) (Middle)
285 RIVERSIDE AVENUE
SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MARINUS PHARMACEUTICALS INC [ MRNS ]
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)
08/05/2014
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)
Code V Amount (A) or (D) Price
Common Stock 08/05/2014 C(1) 1,836,398 A (1) 1,836,398 I See Footnote(2)
Common Stock 08/05/2014 P 625,000 A $8 2,461,398 I See Footnote(2)
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 Preferred Stock (1) 08/05/2014 C(1) 4,742,516 (1) (1) Common Stock 729,618 (1) 0 I See Footnote(2)
Series B Preferred Stock (1) 08/05/2014 C(1) 3,838,214 (1) (1) Common Stock 590,494 (1) 0 I See Footnote(2)
Series C Preferred Stock (1) 08/05/2014 C(1) 3,355,859 (1) (1) Common Stock 516,286 (1) 0 I See Footnote(2)
Warrants to Purchase Series B Preferred Stock (3) 08/05/2014 J(3) 959,553 (3) (3) Common Stock 147,624 $10.86 0 I See Footnote(2)
1. Name and Address of Reporting Person*
Canaan VII L P

(Last) (First) (Middle)
285 RIVERSIDE AVENUE
SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Canaan Partners VII LLC

(Last) (First) (Middle)
285 RIVERSIDE AVENUE
SUITE 250

(Street)
WESTPORT CT 06880

(City) (State) (Zip)
Explanation of Responses:
1. Upon the closing of Issuer's initial public offering on August 5, 2014, the preferred stock, which has no expiration date and convertible at any time at the option of the holder, automatically converted, at a conversion ratio of one share of Common Stock for every 6.5 shares of preferred stock, for no additional consideration.
2. Shares held directly by Canaan VII L.P. (the "Canaan Fund"). Canaan Partners VII LLC ("Canaan VII" and together with the Canaan Fund, the "Canaan Entities") is the sole general partner of the Canaan Fund and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Canaan VII disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of any pecuniary interest therein. Stephen Bloch, a manager of Canaan VII, serves as the representative of the Canaan Entities on the Issuer's board of directors.
3. This warrant was immediately exercisable. Upon the closing of Issuer's public offering, the warrant was cancelled automatically and for no value in accordance with its terms as it was out-of-the-money..
Canaan VII L.P. By: Canaan Partners VII LLC its General Partner /s/ Jaime Slocum Attorney-in-Fact 08/05/2014
Canaan Partners VII LLC By: /s/ Jaime Slocum Attorney-in-Fact 08/05/2014
** 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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