FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Stahl Wilhelm
2. Issuer Name and Ticker or Trading Symbol

Relypsa Inc [ RLYP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Chief Technology Officer
(Last)          (First)          (Middle)

C/O RELYPSA, INC., 100 CARDINAL WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

9/1/2016
(Street)

REDWOOD CITY, CA 94063
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/1/2016     A    2917   (1) A $0.00   17646   D    
Common Stock   9/1/2016     U (2)    3479   D $32.00   14167   D    
Common Stock   9/1/2016     D (3)    14167   D $32.00   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $18.87   9/1/2016     A      11667   (4)      9/1/2016   11/5/2025   Common Stock   11667   $0.00   17500   D    
Stock Option (Right to Buy)   $18.87   9/1/2016     D         17500      (3) 11/5/2025   Common Stock   17500     (3) 0   D    
Stock Option (Right to Buy)   $3.96   9/1/2016     D         27759      (3) 9/13/2021   Common Stock   27759     (3) 0   D    
Stock Option (Right to Buy)   $3.96   9/1/2016     D         46597      (3) 9/27/2022   Common Stock   46597     (3) 0   D    
Stock Option (Right to Buy)   $7.40   9/1/2016     D         37789      (3) 7/23/2023   Common Stock   37789     (3) 0   D    
Stock Option (Right to Buy)   $27.21   9/1/2016     D         24500      (3) 8/13/2024   Common Stock   24500     (3) 0   D    
Stock Option (Right to Buy)   $28.38   9/1/2016     D         24500      (3) 8/9/2025   Common Stock   24500     (3) 0   D    

Explanation of Responses:
( 1)  On November 6, 2015, the Reporting Person was granted 4,375 Restricted Stock Units to vest upon achievement of certain performance-based milestones (the "Performance RSUs"). On June 3, 2016, 1/3rd of the Performance RSUs vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining Performance RSUs accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Agreement and Plan of Merger, dated as of July 20, 2016 (the "Merger Agreement"), by and among the Issuer, Galencia AG, a public limited company existing under the laws of Switzerland ("Parent"), and Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent.
( 2)  Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $32.00 per share, without interest, subject to any applicable withholding taxes.
( 3)  Pursuant to the terms of the Merger Agreement, on September 1, 2016, each award of restricted stock units and stock options was cancelled in exchange for the right to receive $32.00 per share in cash less any applicable withholding taxes and in the case of stock options, less the applicable exercise price.
( 4)  On November 6, 2015, the Reporting Person was granted an option to purchase 17,500 shares of Common Stock to vest in three equal tranches upon achievement of certain performance-based milestones (the "Performance Option"). On June 3, 2016, 1/3rd of the Performance Option vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining unvested shares subject to the Performance Option accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Merger Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stahl Wilhelm
C/O RELYPSA, INC.
100 CARDINAL WAY
REDWOOD CITY, CA 94063


SVP, Chief Technology Officer

Signatures
/s/ Ronald A. Krasnow, as Attorney-in-Fact for Wilhelm Stahl 9/2/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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