0001181431-13-059085.txt : 20131114 0001181431-13-059085.hdr.sgml : 20131114 20131114174638 ACCESSION NUMBER: 0001181431-13-059085 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: ROCKLAGE SCOTT M CENTRAL INDEX KEY: 0001219014 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36184 FILM NUMBER: 131221730 MAIL ADDRESS: STREET 1: 179 SANDY POND ROAD CITY: LINCOLN STATE: MA ZIP: 01773 3 1 rrd395048.xml FORM 3 X0206 3 2013-11-14 0 0001416792 Relypsa Inc RLYP 0001219014 ROCKLAGE SCOTT M C/O 5AM VENTURES 2200 SAND HILL ROAD, SUITE 110 MENLO PARK CA 94025 1 0 1 0 Common Stock 21260 I See Footnotes Common Stock 838 I See Footnotes Stock Option (right to buy) 7.40 2023-07-23 Common Stock 10140 D 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-1 Preferred Stock 0.00 Common Stock 1234230 I See Footnotes Series C-1 Preferred Stock 0.00 Common Stock 31809 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 Series C-2 Preferred Stock 0.00 Common Stock 284822 I See Footnotes Series C-2 Preferred Stock 0.00 Common Stock 7340 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-1 Preferred Stock 442160 I See Footnotes Warrant to Purchase Preferred Stock 0.17 Series C-1 Preferred Stock 11395 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 Warrant to Purchase Preferred Stock 0.17 Series C-2 Preferred Stock 102036 I See Footnotes Warrant to Purchase Preferred Stock 0.17 Series C-2 Preferred Stock 2629 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. Scott M. Rocklage, a member of the Issuer's board of directors, is a managing member of 5AM Partners II, LLC and 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. Dr. Rocklage disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. The shares subject to the option are early exercisable. 100% of the shares subject to the option vest at the Issuer's Second Annual Meeting post-initial public offering, if any, by December 31, 2014. 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. Shares held by 5AM Ventures III, L.P. Shares held by 5AM Co-Investors III, L.P. 5AM Partners III, LLC is the general partner of 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Scott M. Rocklage, a member of the Issuer's board of directors, is a managing member of 5AM Partners III, LLC and may be deemed to have shared voting and investment power over the shares held by 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Dr. Rocklage disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. 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 Issuer's 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 Scott M. Rocklage 2013-11-14 EX-24. 2 rrd355411_402685.htm POWER OF ATTORNEY rrd355411_402685.html 
                               POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints 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, in the
                undersigned's capacity as a director of the Company, 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 grants 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 acknowledges 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 agrees 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 agrees 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 agrees 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 has caused this Power of Attorney to be
executed as of this 25th day of October, 2013.


                                        /s/ Scott M. Rocklage
                                        ----------------------------------------
                                        Scott M. Rocklage