0001181431-13-059083.txt : 20131114 0001181431-13-059083.hdr.sgml : 20131114 20131114174422 ACCESSION NUMBER: 0001181431-13-059083 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131114 FILED AS OF DATE: 20131114 DATE AS OF CHANGE: 20131114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Relypsa Inc CENTRAL INDEX KEY: 0001416792 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 260893742 BUSINESS ADDRESS: STREET 1: 700 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 BUSINESS PHONE: 650-421-9500 MAIL ADDRESS: STREET 1: 700 SAGINAW DRIVE CITY: REDWOOD CITY STATE: CA ZIP: 94063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM CO-INVESTORS II LP CENTRAL INDEX KEY: 0001390376 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131221718 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL RD STREET 2: STE 230 CITY: MENLO PK STATE: CA ZIP: 94025 MAIL ADDRESS: STREET 1: 3000 SAND HILL RD STREET 2: STE 230 CITY: MENLO PK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Ventures II LP CENTRAL INDEX KEY: 0001386509 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131221719 BUSINESS ADDRESS: STREET 1: 3000 Sand Hill Rd Bldg 4 Ste 230 CITY: Menlo Park STATE: CA ZIP: 94025 MAIL ADDRESS: STREET 1: 3000 Sand Hill Rd Bldg 4 Ste 230 CITY: Menlo Park STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 5AM Partners II, LLC CENTRAL INDEX KEY: 0001555952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131221720 BUSINESS ADDRESS: STREET 1: 2200 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650.233.8600 MAIL ADDRESS: STREET 1: 2200 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 rrd395053.xml FORM 3 X0206 3 2013-11-14 0 0001416792 Relypsa Inc RLYP 0001555952 5AM Partners II, LLC 2200 SAND HILL ROAD, SUITE 110 MENLO PARK CA 94025 0 0 1 0 0001386509 5AM Ventures II LP 2200 SAND HILL ROAD, SUITE 110 MENLO PARK CA 94025 0 0 1 0 0001390376 5AM CO-INVESTORS II LP 2200 SAND HILL ROAD, SUITE 110 MENLO PARK CA 94025 0 0 1 0 Common Stock 21260 I See Footnotes Common Stock 838 I See Footnotes Series A-1 Preferred Stock 0.00 Common Stock 757187 I See Footnotes Series A-1 Preferred Stock 0.00 Common Stock 29876 I See Footnotes Series B-1 Preferred Stock 0.00 Common Stock 386754 I See Footnotes Series B-1 Preferred Stock 0.00 Common Stock 15260 I See Footnotes Series B-2 Preferred Stock 0.00 Common Stock 576958 I See Footnotes Series B-2 Preferred Stock 0.00 Common Stock 22765 I See Footnotes Series C-1 Preferred Stock 0.00 Common Stock 207347 I See Footnotes Series C-1 Preferred Stock 0.00 Common Stock 8181 I See Footnotes Series C-2 Preferred Stock 0.00 Common Stock 47849 I See Footnotes Series C-2 Preferred Stock 0.00 Common Stock 1888 I See Footnotes Warrant to Purchase Preferred Stock 13.502 Series B-1 Preferred Stock 25208 I See Footnotes Warrant to Purchase Preferred Stock 13.502 Series B-1 Preferred Stock 994 I See Footnotes Warrant to Purchase Preferred Stock 0.17 Series C-1 Preferred Stock 74281 I See Footnotes Warrant to Purchase Preferred Stock 0.17 Series C-1 Preferred Stock 2931 I See Footnotes Warrant to Purchase Preferred Stock 0.17 Series C-2 Preferred Stock 17141 I See Footnotes Warrant to Purchase Preferred Stock 0.17 Series C-2 Preferred Stock 676 I See Footnotes Reflects a 1-for-17.2 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement. Shares held by 5AM Ventures II, L.P. Shares held by 5AM Co-Investors II, L.P. 5AM Partners II, LLC is the general partner of 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. 5AM Partners II, LLC may be deemed to have shared voting and investment power over the shares held by 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. 5AM Partners II, LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. The shares are immediately convertible. The shares do not have an expiration date. Each share of Series A-1 Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Series B-1 Preferred Stock will automatically convert on a 1.47003745318352-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Series B-2 Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Series C-1 Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. Each share of Series C-2 Preferred Stock will automatically convert on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering. This warrant is immediately exercisable. Unless earlier exercised, this warrant shall terminate upon the closing of the Issuer's initial public offering. Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series B-1 Preferred Stock will automatically convert on a 1.47003745318352-for-1 basis into a warrant to purchase shares of Common Stock. This warrant shall automatically net exercise immediately prior to the closing of the initial public offering. Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-1 Preferred Stock will automatically convert on a 1-for-1 basis into a warrant to purchase shares of Common Stock. Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-2 Preferred Stock will automatically convert on a 1-for-1 basis into a warrant to purchase shares of Common Stock. /s/ Ronald A. Krasnow, as Attorney-in-Fact for 5AM Partners II, LLC 2013-11-14 /s/ Ronald A. Krasnow, as Attorney-in-Fact for 5AM Ventures II, L.P. 2013-11-14 /s/ Ronald A. Krasnow, as Attorney-in-Fact for 5AM Co-Investors II, L.P. 2013-11-14 EX-24. 2 rrd355415_402659.htm POWER OF ATTORNEY rrd355415_402659.html 
                               POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitute and
appoint each of (i) the Chief Executive Officer of Relypsa, Inc., a Delaware
corporation (the "Company"), who is currently John A. Orwin, (ii) the Company's
Chief Financial Officer, who is currently Kristine M. Ball, and (iii) the
Company's General Counsel, who is currently Ronald A. Krasnow, and their
respective successors, signing singly, with full power of substitution, as the
undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned Forms 3, 4 and 5
                (including amendments thereto) in accordance with Section 16(a)
                of the Securities Exchange Act of 1934 and the rules and
                regulations thereunder and a Form ID, Uniform Application for
                Access Codes to File on EDGAR;

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Forms 3, 4 or 5 or Form ID and timely file such
                forms (including amendments thereto) and application with the
                United States Securities and Exchange Commission and any stock
                exchange or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grant to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledge that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        The undersigned agree that each such attorney-in-fact herein may rely
entirely on information furnished orally or in writing by the undersigned to
such attorney-in-fact. The undersigned also agree to indemnify and hold harmless
the Company and each such attorney-in-fact against any losses, claims, damages
or liabilities (or actions in these respects) that arise out of or are based
upon any untrue statements or omission of necessary facts in the information
provided by the undersigned to such attorney-in fact for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 or 5 (including amendments
thereto) or Form ID and agree to reimburse the Company and such attorney-in-fact
for any legal or other expenses reasonably incurred in connection with
investigating or defending against any such loss, claim, damage, liability or
action.

        This Power of Attorney supersedes any power of attorney previously
executed by the undersigned regarding the purposes outlined in the first
paragraph hereof ("Prior Powers of Attorney"), and the authority of the
attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier (a) revoked by the undersigned in a signed writing delivered to
the foregoing attorneys-in-fact or (b) superseded by a new power of attorney
regarding the purposes outlined in the first paragraph hereof dated as of a
later date.

IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of this 7th day of November, 2013.


5AM VENTURES II, LP
by its General Partner

5AM CO-INVESTORS II, LP
by its General Partner

5AM Partners II LLC


/s/ Scott M. Rocklage
---------------------------------------
Scott M. Rocklage, Managing Member


5AM VENTURES III, L.P.
by its General Partner

5AM CO-INVESTORS III, LP
by its General Partner

5AM Partners III LLC


/s/ Scott M. Rocklage
---------------------------------------
Scott M. Rocklage, Managing Member


5AM Partners III LLC


/s/ Scott M. Rocklage
---------------------------------------
Scott M. Rocklage, Managing Member


5AM Partners II LLC


/s/ Scott M. Rocklage
---------------------------------------
Scott M. Rocklage, Managing Member