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 L.P.

(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)
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)
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 02/10/2014 C(1) 5,083,451(2) A $0.00 5,083,451 I See footnote(3)
Common Stock 02/10/2014 P 83,334(4) A $12 5,166,785 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
Series B Convertible Preferred Stock $0.00 02/10/2014 C(1) 2,289,771 (5) (5) Common Stock 508,838(6) $0.00 0 I See footnote(3)
Series C Convertible Preferred Stock $0.00 02/10/2014 C(1) 7,552,207 (5) (5) Common Stock 1,678,268(7) $0.00 0 I See footnote(3)
Series D Convertible Preferred Stock $0.00 02/10/2014 C(1) 11,915,254 (5) (5) Common Stock 2,647,835(8) $0.00 0 I See footnote(3)
Series E Convertible Preferred Stock $0.00 02/10/2014 C(1) 1,118,298 (5) (5) Common Stock 248,510(9) $0.00 0 I See footnote(3)
Preferred Stock Warrant $0.862 02/10/2014 C(10) 296,281 (11) 05/22/2014 Series C Preferred Stock 296,281(12) $0.00 0 I See footnote(3)
Common Stock Warrant $3.879 02/10/2014 C(10) 65,839 (11) 05/22/2014 Common Stock 65,839(13) $0.00 65,839 I See footnote(3)
Preferred Stock Warrant $0.862 02/10/2014 C(10) 270,687 (11) 10/09/2014 Series C Preferred Stock 270,687(14) $0.00 0 I See footnote(3)
Common Stock Warrant $3.879 02/10/2014 C(10) 60,151 (11) 10/09/2014 Common Stock 60,151(15) $0.00 60,151 I See footnote(3)
Preferred Stock Warrant $0.862 02/10/2014 C(10) 266,750 (11) 01/08/2015 Series C Preferred Stock 266,750(16) $0.00 0 I See footnote(3)
Common Stock Warrant $3.879 02/10/2014 C(10) 59,277 (11) 01/08/2015 Common Stock 59,277(17) $0.00 59,277 I See footnote(3)
Preferred Stock Warrant $0.862 02/10/2014 C(10) 763,340 (11) 12/15/2016 Series D Preferred Stock 763,340(18) $0.00 0 I See footnote(3)
Common Stock Warrant $3.879 02/10/2014 C(10) 169,630 (11) 12/15/2016 Common Stock 169,630(19) $0.00 169,630 I See footnote(3)
Preferred Stock Warrant $0.862 02/10/2014 C(10) 406,032 (11) 07/18/2017 Series D Preferred Stock 406,032(20) $0.00 0 I See footnote(3)
Common Stock Warrant $3.879 02/10/2014 C(10) 90,228 (11) 07/18/2017 Common Stock 90,228(21) $0.00 90,228 I See footnote(3)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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"); 52,359 shares held in the name of TMP Nominee II, LLC ("TMPN 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, TMPN II and TMPA II. Thomas, McNerney & Partners II, LLC (TMP II LLC) is the general partner of TMP II and TMPA II. Alex Zisson is a manager of TMP II LLC and TMPN II and has shared voting and dispositive power of the securities held by TMP II and TMPA II, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
4. The securities are held as follows: 82,167 shares by TMP II, 859 shares by TMPN 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, 5,241 shares by TMPN II and 1,883 shares by TMPA II.
7. The securities are held as follows: 1,654,773 shares by TMP II, 17,286 shares by TMPN II and 6,209 shares by TMPA II.
8. The securities are held as follows: 2,610,765 shares by TMP II, 27,273 shares by TMPN II and 9,797 shares by TMPA II.
9. The securities are held as follows: 245,032 shares by TMP II, 2,559 shares by TMPN 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, 3,051 shares by TMPN II and 1,096 shares by TMPA II.
13. The securities are held as follows: 64,918 shares by TMP II, 678 shares by TMPN II and 243 shares by TMPA II.
14. The securities are held as follows: 266,898 shares by TMP II, 2,788 shares by TMPN II and 1,001 shares by TMPA II.
15. The securities are held as follows: 59,310 shares by TMP II, 619 shares by TMPN II and 222 shares by TMPA II.
16. The securities are held as follows: 263,016 shares by TMP II, 2,747 shares by TMPN II and 987 shares by TMPA II.
17. The securities are held as follows: 58,448 shares by TMP II, 610 shares by TMPN II and 219 shares by TMPA II.
18. The securities are held as follows: 752,654 shares by TMP II, 7,862 shares by TMPN II and 2,824 shares by TMPA II.
19. The securities are held as follows: 167,256 shares by TMP II, 1,747 shares by TMPN II and 627 shares by TMPA II.
20. The securities are held as follows: 400,348 shares by TMP II, 4,182 shares by TMPN II and 1,502 shares by TMPA II.
21. The securities are held as follows: 88,966 shares by TMP II, 929 shares by TMPN II and 333 shares by TMPA II.
Remarks:
Thomas, McNerney & Partners II, L.P. By: Thomas, McNerney & Partners II, LLC By: /s/ Alex Zisson, Manager 02/10/2014
TMP Associates II, L.P., By: Thomas, McNerney & Partners II, LLC, By: /s/ Alex Zisson, Manager 02/10/2014
TMP Nominee II, LLC, By: /s/ Alex Zisson, Manager 02/10/2014
** 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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