Statement of Changes in Beneficial Ownership (4)
January 18 2019 - 6:06PM
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
Estimated average burden
hours per response...
0.5
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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
*
Stahl Maria D
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2. Issuer Name
and
Ticker or Trading Symbol
TETRAPHASE PHARMACEUTICALS INC
[
TTPH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP and General Counsel
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(Last)
(First)
(Middle)
C/OTETRAPHASE PHARMACEUTICALS, INC., 480 ARSENAL STREET, SUITE 110
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/17/2019
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(Street)
WATERTOWN, MA 02472
(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)
_
X
_ Form filed by One Reporting Person
___ 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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1/6/2019
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A
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V
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18698
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A
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(1)
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23698
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D
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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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Restricted Stock Units
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(2)
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1/17/2019
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A
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40000
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(3)
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(3)
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Common Stock
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40000
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$0.00
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40000
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D
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Restricted Stock Units
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(2)
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1/17/2019
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A
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140000
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(4)
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(4)
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Common Stock
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140000
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$0.00
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140000
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D
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Explanation of Responses:
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(1)
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On January 6, 2016, the Reporting person was granted 30,000 restricted stock units ("RSUs")( the "2016 RSU grant") that were previously reported on Table II Of Form 4, which form was filed with the Securities and Exchange Commission on January 8, 2016. Of the 2016 RSU grant, an aggregate of 30,000 shares have vested of which 11,302 shares were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the delivery of the conversion of the RSUs into common stock on respective vesting dates. The total number of shares beneficially owned by the reporting person consists of the aggregate 18,698 RSUs converted into shares of common stock of the Issuer on the respective vesting dates and an additional 5,000 shares owned indirectly.
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(2)
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Each restricted stock unit represents a contingent right to receive one share of common stock of Tetraphase Pharmaceuticals, Inc. for no consideration.
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(3)
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These restricted stock units shall be eligible to vest upon achievement of certain performance conditions and, if such conditions are met, shall vest on various dates beginning no earlier than March 1, 2020 and ending no later than on March 1, 2022.
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(4)
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The restricted stock units vest in three equal installments on each of January 17, 2020, January 17, 2021 and January 17, 2022.
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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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Stahl Maria D
C/OTETRAPHASE PHARMACEUTICALS, INC.
480 ARSENAL STREET, SUITE 110
WATERTOWN, MA 02472
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SVP and General Counsel
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Signatures
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/s/Maria Stahl
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1/18/2019
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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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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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