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 *

Thomas, McNerney & Partners II, LLC
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)
(Last)          (First)          (Middle)

45 SOUTH SEVENTH STREET, SUITE 3060
3. Date of Earliest Transaction (MM/DD/YYYY)

5/5/2015
(Street)

MINNEAPOLIS, MN 55402
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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   5/5/2015     U    4835731   (1) D   (2) 0   I   see footnote   (3)

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

Explanation of Responses:
( 1)  Includes 4,768,041 shares held in the name of Thomas, McNerney & Partners II, L.P. ("TMP II"), 49,805 shares held in the name of TMP Nominee II, LLC ("TMPN II") and 17,885 shares held in the name of TMP Associates II, L.P. ("TMPA II").
( 2)  Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated March 29, 2015, among the Issuer, Teva Pharmaceuticals Industries Ltd. ("Parent"), and Aurum Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub") in exchange for a cash consideration of $101.00 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation.
( 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. TMP II LLC disclaims its beneficial interest in the reported securities except to the extent of its pecuniary interest.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thomas, McNerney & Partners II, LLC
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN 55402
X X

Thomas, McNerney & Partners II L.P.
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN 55402

X

TMP Associates II LP
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN 55402

X

TMP Nominee II, LLC
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN 55402

X


Signatures
/s/ Alex Zisson Member of Thomas, McNerney & Partners II, LLC 5/6/2015
** Signature of Reporting Person Date

/s/ Alex Zisson Manager of Thomas, McNerney & Partners II, LLC, General Partner of Thomas, McNerney & Partners II, L.P. 5/6/2015
** Signature of Reporting Person Date

/s/ Alex Zisson Member of Thomas, McNerney & Partners II, LLC, General Partner of TMP Associates II, L.P. 5/6/2015
** Signature of Reporting Person Date

/s/ Alex Zisson, by power of attorney of TMP Nominee II, LLC 5/6/2015
** 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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