Statement of Changes in Beneficial Ownership (4)
January 18 2019 - 6:07PM
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
*
Tsai Larry
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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)
Chief Medical Officer
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(Last)
(First)
(Middle)
C/OTETRAPHASE PHARMACEUTICALS, 480 ARSENAL WAY
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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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3337
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A
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(1)
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31503
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D
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Common Stock
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5/14/2018
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A
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V
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2058
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A
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(2)
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33561
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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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(3)
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1/17/2019
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A
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40000
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(4)
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(4)
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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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(3)
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1/17/2019
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A
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140000
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(5)
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(5)
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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 8,000 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 4, 2018. Of the 2016 RSU grant, an aggregate of 5,333 shares vested on January 6, 2018 and January 6, 2019 of which an aggregate of 1,996 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 such vesting dates. The total number of shares beneficially owned by the reporting person includes the aggregate 3,337 RSUs converted into shares of common stock of the Issuer on each of the January 2018 and January 2019 vesting dates.
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(2)
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The amount of securities beneficially owned by the reporting person following the transaction reported on this Form 4 reflects the purchase by the reporting person of 2,058 shares of common stock on May 14, 2018 pursuant to the issuer's 2014 Employee Stock Purchase Plan.
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(3)
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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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(4)
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These restricted stock units shall be earned upon achievement of certain performance conditions and, if earned, shall vest on various dates beginning no earlier than March 1, 2020 and ending no later than March 1, 2022.
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(5)
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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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Tsai Larry
C/OTETRAPHASE PHARMACEUTICALS
480 ARSENAL WAY
WATERTOWN, MA 02472
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Chief Medical Officer
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Signatures
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/s/Maria Stahl as Attorney-in-Fact for Larry Tsai
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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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