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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* THOMAS MCNERNEY & PARTNERS LP (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (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		2,103,623	A	(1)	2,103,623	D(2)(6)
Common Stock	04/06/2011		C		78,175	A	(1)	2,181,798	I(3)(6)	By TMP Nominee, LLC
Common Stock	04/06/2011		C		7,988	A	(1)	2,189,786	I(4)(6)	By TMP Associates, L.P.
Common Stock	04/06/2011		P		794,966	A	$4	2,984,752	D(2)(5)(6)
Common Stock	04/06/2011		P		14,568	A	$4	2,999,320	I(3)(5)(6)	By TMP Nominee, LLC
Common Stock	04/06/2011		P		2,966	A	$4	3,002,286	I(4)(5)(6)	By TMP Associates, L.P.

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			14,725,374	(1)	(1)	Common Stock	2,103,623	$0	0	D
Series A Convertible Preferred Stock	(1)	04/06/2011		C			547,229	(1)	(1)	Common Stock	78,175	$0	0	I	By TMP Nominee, LLC
Series A Convertible Preferred Stock	(1)	04/06/2011		C			55,946	(1)	(1)	Common Stock	7,988	$0	0	I	By TMP Associates, L.P.

1. Name and Address of Reporting Person* THOMAS MCNERNEY & PARTNERS LP (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (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* TMP Nominee, LLC (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (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* TMP ASSOCIATES LP (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (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* Thomas, McNerney & Partners, LLC (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (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* THOMAS JAMES E (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (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* McNerney Pete (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (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* Zisson Alex (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (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 Thomas, McNerney & Partners, L.P. ("TMP LP"). Thomas, McNerney & Partners, LLC ("TMP LLC") is the general partner of TMP LP and has shared voting and dispositive power of the securities held by TMP LP, but TMP LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas, Peter H. McNerney, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP LLC. Accordingly, they may be deemed to share beneficial ownership of such securities, although each of them disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. These securities are owned of record by TMP Nominee, LLC ("TMP Nominee"). James E. Thomas and Peter H. McNerney are the managers of TMP Nominee and have shared voting and dispositive power over these securities provided that they are obligated to exercise this voting and dispositive power in the same manner as TMP LLC votes and disposes of the Issuer's other securities over which TMP LLC exercises voting and dispositive power. Each of James E. Thomas and Peter H. McNerney disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. These securities are owned of record by TMP Associates, L.P. ("TMP Associates"). TMP LLC is the general partner of TMP Associates and has shared voting and dispositive power of the securities held by TMP Associates, but TMP LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas, Peter H. McNerney, Alex Zisson, Pratik Shah and Eric Aguiar are the managers of TMP LLC. Accordingly, they may be deemed to share beneficial ownership of such securities, although each of them disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

5. These shares were purchased in the Issuer's initial public offering.

6. The filing of this statement shall not be deemed an admission that, for the purpose of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of the equity securities covered by this statement.

	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of Thomas, McNerney & Partners, L.P.	04/06/2011
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC	04/06/2011
	/s/ James E. Thomas, Manager of TMP Nominee, LLC	04/06/2011
	/s/ James E. Thomas, Manager of Thomas McNerney & Partners, LLC, the general partner of TMP Associates, L.P.	04/06/2011
	/s/ James E. Thomas	04/06/2011
	/s/ Peter H. McNerney	04/06/2011
	/s/ Richard I. Eisenstadt for Alex Zisson, 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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