SEC FORM 4

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

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)
02/10/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/10/2014		C⁽¹⁾		5,031,092⁽²⁾	A	$0	5,031,092	I	See Footnote⁽³⁾
Common Stock	02/10/2014		P		82,475⁽⁴⁾	A	$12	5,113,567	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	$0	02/10/2014		C⁽¹⁾			2,266,186	⁽⁵⁾	⁽⁵⁾	Common Stock	503,597⁽⁶⁾	$0	0	I	See Footnote⁽³⁾
Series C Convertible Preferred Stock	$0	02/10/2014		C⁽¹⁾			7,474,419	⁽⁵⁾	⁽⁵⁾	Common Stock	1,660,982⁽⁷⁾	$0	0	I	See Footnote⁽³⁾
Series D Convertible Preferred Stock	$0	02/10/2014		C⁽¹⁾			11,792,529	⁽⁵⁾	⁽⁵⁾	Common Stock	2,620,562⁽⁸⁾	$0	0	I	See Footnote⁽³⁾
Series E Convertible Preferred Stock	$0	02/10/2014		C⁽¹⁾			1,106,779	⁽⁵⁾	⁽⁵⁾	Common Stock	245,951⁽⁹⁾	$0	0	I	See Footnote⁽³⁾
Warrants to Purchase Series C Convertible Preferred Stock	$0.862	02/10/2014		C⁽¹⁰⁾			293,230	⁽¹¹⁾	05/22/2014	Series C Convertible Preferred Stock	293,230⁽¹²⁾	$0	0	I	See Footnote⁽³⁾
Common Stock Warrant	$3.879	02/10/2014		C⁽¹⁰⁾		65,161		⁽¹¹⁾	05/22/2014	Common Stock	65,161⁽¹³⁾	$0	65,161	I	See Footnote⁽³⁾
Warrants to Purchase Series C Convertible Preferred Stock	$0.862	02/10/2014		C⁽¹⁰⁾			267,899	⁽¹¹⁾	10/09/2014	Series C Convertible Preferred Stock	267,899⁽¹⁴⁾	$0	0	I	See Footnote⁽³⁾
Common Stock Warrant	$3.879	02/10/2014		C⁽¹⁰⁾		59,532		⁽¹¹⁾	10/09/2014	Common Stock	59,532⁽¹⁵⁾	$0	59,532	I	See Footnote⁽³⁾
Warrants to Purchase Series C Convertible Preferred Stock	$0.862	02/10/2014		C⁽¹⁰⁾			264,003	⁽¹¹⁾	01/08/2015	Series C Convertible Preferred Stock	264,003⁽¹⁶⁾	$0	0	I	See Footnote⁽³⁾
Common Stock Warrant	$3.879	02/10/2014		C⁽¹⁰⁾		58,667		⁽¹¹⁾	01/08/2015	Common Stock	58,667⁽¹⁷⁾	$0	58,667	I	See Footnote⁽³⁾
Warrants to Purchase Series D Convertible Preferred Stock	$0.862	02/10/2014		C⁽¹⁰⁾			755,478	⁽¹¹⁾	12/15/2016	Series D Convertible Preferred Stock	755,478⁽¹⁸⁾	$0	0	I	See Footnote⁽³⁾
Common Stock Warrant	$3.879	02/10/2014		C⁽¹⁰⁾		167,883		⁽¹¹⁾	12/15/2016	Common Stock	167,883⁽¹⁹⁾	$0	167,883	I	See Footnote⁽³⁾
Warrants to Purchase Series D Convertible Preferred Stock	$0.862	02/10/2014		C⁽¹⁰⁾			401,850	⁽¹¹⁾	07/18/2017	Series D Convertible Preferred Stock	401,850⁽²⁰⁾	$0	0	I	See Footnote⁽³⁾
Common Stock Warrant	$3.879	02/10/2014		C⁽¹⁰⁾		89,299		⁽¹¹⁾	07/18/2017	Common Stock	89,299⁽²¹⁾	$0	89,299	I	See Footnote⁽³⁾

Explanation of Responses:

1. Automatic conversion, in connection with the Issuer's initial public offering, of preferred stock into shares of common stock. Every 4.5 shares of preferred stock converted into one share of common stock.

2. Includes 5,012,284 shares held in the name of Thomas, McNerney & Partners II, L.P. ("TMP II") and 18,808 shares held in the name of TMP Associates II, L.P. ("TMPA II").

3. The securities are held in the name of TMP II and TMPA II. The reporting person is the general partner of TMP II and TMPA II. The reporting person disclaims its pecuniary interest in the reported securities except to the extent of its economic interest.

4. The securities are held as follows: 82,167 shares by TMP II and 308 shares by TMPA II.

5. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date.

6. The securities are held as follows: 501,714 shares by TMP II and 1,883 shares by TMPA II.

7. The securities are held as follows: 1,654,773 shares by TMP II and 6,209 shares by TMPA II.

8. The securities are held as follows: 2,610,765 shares by TMP II and 9,797 shares by TMPA II.

9. The securities are held as follows: 245,032 shares by TMP II and 919 shares by TMPA II.

10. Automatic conversion, in connection with the Issuer's initial public offering, of warrants to purchase convertible preferred stock into warrants to purchase common stock. Every 4.5 shares of preferred stock converted into 1 share of common stock.

11. The warrant is immediately exercisable.

12. The securities are held as follows: 292,134 shares by TMP II and 1,096 shares by TMPA II.

13. The securities are held as follows: 64,918 shares by TMP II and 243 shares by TMPA II.

14. The securities are held as follows: 266,898 shares by TMP II and 1,001 shares by TMPA II.

15. The securities are held as follows: 59,310 shares by TMP II and 222 shares by TMPA II.

16. The securities are held as follows: 263,016 shares by TMP II and 987 shares by TMPA II.

17. The securities are held as follows: 58,448 shares by TMP II and 219 shares by TMPA II.

18. The securities are held as follows: 752,654 shares by TMP II and 2,824 shares by TMPA II.

19. The securities are held as follows: 167,256 shares by TMP II and 627 shares by TMPA II.

20. The securities are held as follows: 400,348 shares by TMP II and 1,502 shares by TMPA II.

21. The securities are held as follows: 88,966 shares by TMP II and 333 shares by TMPA II.

Remarks:

	Alex Zisson, Manager	10/01/2014
	** 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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