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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc. [ ASPX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/08/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 01/08/2015 | M | 319,135(1) | A | $3.879 | 5,589,739(2) | I | see footnote(3) | ||
Common Stock | 01/08/2015 | D(4) | 24,008(5) | D | $51.574 | 5,565,731(6) | I | see footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Warrant | $3.879 | 01/08/2015 | M | 59,277(7) | (10) | 01/08/2015 | Common Stock | 59,277 | $0 | 0 | I | see footnote(3) | |||
Common Stock Warrant | $3.879 | 01/08/2015 | M | 169,630(8) | (10) | 12/15/2016 | Common Stock | 169,630 | $0 | 0 | I | see footnote(3) | |||
Common Stock Warrant | $3.879 | 01/08/2015 | M | 90,228(9) | (10) | 07/18/2017 | Common Stock | 90,228 | $0 | 0 | I | see footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. The securities are held as follows: 314,670 shares by Thomas, McNerney & Partners II, L.P. ("TMP II"), 3,286 shares by TMP Nominee II, LLC ("TMPN II") and 1,179 shares by TMP Associates II, L.P. ("TMPA II"). |
2. Includes 5,511,490 shares held in the name of TMP II; 57,572 shares held in the name of TMPN II; and 20,677shares 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 January 8, 2015, TMP II, TMPN II, and TMPA II exercised warrants to purchase an aggregate 319,135 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 24,008 of the warrant shares to pay the exercise price and issuing a net 295,127 shares of common stock. |
5. The securities were disposed of as follows: 23,669 shares by TMP II, 248 shares by TMPN II and 91 shares by TMPA II. |
6. Includes 5,487,821 shares held in the name of TMP II; 57,324 shares held in the name of TMPN II; and 20,586 shares held in the name of TMPA II. |
7. The securities are held as follows: 58,448 shares by TMP II, 610 shares by TMPN II and 219 shares by TMPA II. |
8. The securities are held as follows: 167,256 shares by TMP II, 1,747 shares by TMPN II and 627 shares by TMPA II. |
9. The securities are held as follows: 88,966 shares by TMP II, 929 shares by TMPN II and 333 shares by TMPA II. |
10. The warrant was immediately exercisable. |
Remarks: |
/s/ Alex Zisson Member of Thomas, McNerney & Partners II, LLC | 01/12/2015 | |
/s/ Alex Zisson Manager of Thomas, McNerney & Partners II, LLC, General Partner of Thomas, McNerney & Partners II, L.P. | 01/12/2015 | |
/s/ Alex Zisson Member of Thomas, McNerney & Partners II, LLC, General Partner of TMP Associates II, L.P. | 01/12/2015 | |
/s/ Alex Zisson Member of TMP Nominee II, LLC | 01/12/2015 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |