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*
Thomas, McNerney & Partners II, LLC

(Last) (First) (Middle)
60 SOUTH SIXTH STREET, SUITE 3620

(Street)
MINNEAPOLIS MN 55402

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc. [ ASPX ]
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)
10/09/2014
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 10/09/2014 M 60,151(1) A $3.879 5,280,375(2) I see footnote(3)
Common Stock 10/09/2014 D(4) 9,771(5) D $23.885 5,270,604(6) I see footnote(3)
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
Common Stock Warrent $3.879 10/09/2014 M 60,151(1) (7) 10/09/2014 Common Stock 60,151 $0 0 I see footnote(3)
1. Name and Address of Reporting Person*
Thomas, McNerney & Partners II, LLC

(Last) (First) (Middle)
60 SOUTH SIXTH STREET, SUITE 3620

(Street)
MINNEAPOLIS MN 55402

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Thomas, McNerney & Partners II L.P.

(Last) (First) (Middle)
60 SOUTH SIXTH STREET, SUITE 3620

(Street)
MINNEAPOLIS MN 55402

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TMP Associates II LP

(Last) (First) (Middle)
60 SOUTH SIXTH STREET, SUITE 3620

(Street)
MINNEAPOLIS MN 55402

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TMP Nominee II, LLC

(Last) (First) (Middle)
60 SOUTH SIXTH STREET, SUITE 3620

(Street)
MINNEAPOLIS MN 55402

(City) (State) (Zip)
Explanation of Responses:
1. The securities are held as follows: 59,310 shares by Thomas, McNerney & Partners II, L.P. ("TMP II"), 619 shares by TMP Nominee II, LLC ("TMPN II") and 222 shares by TMP Associates II, L.P. ("TMPA II").
2. Includes 5,206,453 shares held in the name of TMP II; 54,387 shares held in the name of TMPN II; and 19,535 shares held in the name of TMPA II.
3. The securities are held in the name of TMP II, TMPN II and TMPA II. Thomas, McNerney & Partners II, LLC ("TMP II LLC") is the general partner of TMP II and TMPA II. TMP II LLC disclaims its pecuniary interest in the reported securities except to the extent of its economic interest.
4. On October 9, 2014, TMP II, TMPN II, and TMPA II exercised warrants to purchase an aggregate 60,151 shares of Auspex Pharmaceuticals, Inc. ("Auspex") common stock for $3.879 per share. The warrants were exercised on a cashless basis, resulting in Auspex withholding 9,771 of the warrant shares to pay the exercise price and issuing a net 50,380 shares of common stock.
5. The securities were disposed of as follows: 9,633 shares by TMP II, 101 shares by TMPN II and 37 shares by TMPA II.
6. Includes 5,196,820 shares held in the name of TMP II; 54,286 shares held in the name of TMPN II; and 19,498 shares held in the name of TMPA II.
7. The warrant was immediately exercisable.
Remarks:
/s/ James Thomas Member of Thomas, McNerney & Partners II, LLC 10/09/2014
/s/ James Thomas Manager of Thomas, McNerney & Partners II, LLC, General Partner of Thomas, McNerney & Partners II, L.P. 10/09/2014
/s/ James Thomas Member of Thomas, McNerney & Partners II, LLC, General Partner of TMP Associates II, L.P. 10/09/2014
/s/ James Thomas Member of TMP Nominee II, LLC 10/09/2014
** Signature of Reporting Person Date
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