Statement of Changes in Beneficial Ownership (4)
January 12 2015 - 4:32PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Thomas, McNerney & Partners II, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc.
[
ASPX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
45 SOUTH SEVENTH STREET, SUITE 3060
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/8/2015
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(Street)
MINNEAPOLIS, MN 55402
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/8/2015
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M
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319135
(1)
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A
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$3.879
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5589739
(2)
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I
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see footnote
(3)
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Common Stock
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1/8/2015
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D
(4)
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24008
(5)
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D
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$51.574
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5565731
(6)
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I
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see footnote
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Common Stock Warrant
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$3.879
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1/8/2015
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M
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59277
(7)
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(10)
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1/8/2015
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Common Stock
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59277
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$0
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0
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I
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see footnote
(3)
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Common Stock Warrant
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$3.879
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1/8/2015
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M
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169630
(8)
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(10)
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12/15/2016
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Common Stock
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169630
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$0
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0
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I
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see footnote
(3)
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Common Stock Warrant
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$3.879
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1/8/2015
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M
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90228
(9)
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(10)
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7/18/2017
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Common Stock
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90228
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$0
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0
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I
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see footnote
(3)
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Explanation of Responses:
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(
1)
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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").
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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The securities were disposed of as follows: 23,669 shares by TMP II, 248 shares by TMPN II and 91 shares by TMPA II.
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(
6)
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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.
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(
7)
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The securities are held as follows: 58,448 shares by TMP II, 610 shares by TMPN II and 219 shares by TMPA II.
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(
8)
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The securities are held as follows: 167,256 shares by TMP II, 1,747 shares by TMPN II and 627 shares by TMPA II.
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(
9)
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The securities are held as follows: 88,966 shares by TMP II, 929 shares by TMPN II and 333 shares by TMPA II.
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(
10)
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The warrant was immediately exercisable.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Thomas, McNerney & Partners II, LLC
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN 55402
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X
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X
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Thomas, McNerney & Partners II L.P.
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN 55402
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X
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TMP Associates II LP
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN 55402
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X
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TMP Nominee II, LLC
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN 55402
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X
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Signatures
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/s/ Alex Zisson Member of Thomas, McNerney & Partners II, LLC
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1/12/2015
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**
Signature of Reporting Person
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Date
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/s/ Alex Zisson Manager of Thomas, McNerney & Partners II, LLC, General Partner of Thomas, McNerney & Partners II, L.P.
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1/12/2015
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**
Signature of Reporting Person
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Date
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/s/ Alex Zisson Member of Thomas, McNerney & Partners II, LLC, General Partner of TMP Associates II, L.P.
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1/12/2015
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**
Signature of Reporting Person
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Date
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/s/ Alex Zisson Member of TMP Nominee II, LLC
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1/12/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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