SEC Form 4 · accession 0001144204-16-141985

Ocera Therapeutics, Inc. · OCRX

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael Powell

Director

Period of report

Sep 12, 2016

Accepted (ET)

Dec 30, 2016 · 6:51 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001274644

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Sep 12, 2016	X	18,374	$0.67	A	705,368	I	See footnote
Common Stock^F2	Sep 12, 2016	X	3,640	$0.67	A	139,752	I	See footnote
Common Stock^F3	Sep 12, 2016	X	250	$0.67	A	9,614	I	See footnote
Common Stock^F4,F1	Sep 12, 2016	S	5,372	$2.292	D	699,996	I	See footnote
Common Stock^F5,F2	Sep 12, 2016	S	1,066	$2.292	D	138,686	I	See footnote
Common Stock^F6,F3	Sep 12, 2016	S	74	$2.292	D	9,540	I	See footnote
Common Stock^F7,F1	Oct 31, 2016	J	699,996	$0.00	D	0	I	See footnote
Common Stock^F8,F2	Oct 31, 2016	J	138,686	$0.00	D	0	I	See footnote
Common Stock^F9,F3	Oct 31, 2016	J	9,540	$0.00	D	0	I	See footnote
Common Stock^F10,F11	Oct 31, 2016	J	14,328	$0.00	A	14,328	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock warrant (right to buy)^F1	$0.67	Sep 12, 2016	X	9,187	D	Mar 30, 2012	Mar 30, 2019	Common Stock	9,187	I
Stock warrant (right to buy)^F1	$0.67	Sep 12, 2016	X	9,187	D	Oct 1, 2012	Oct 1, 2019	Common Stock	9,187	I
Stock warrant (right to buy)^F2	$0.67	Sep 12, 2016	X	1,820	D	Mar 30, 2012	Mar 30, 2019	Common Stock	1,820	I
Stock warrant (right to buy)^F2	$0.67	Sep 12, 2016	X	1,820	D	Oct 1, 2012	Oct 1, 2019	Common Stock	1,820	I
Stock warrant (right to buy)^F3	$0.67	Sep 12, 2016	X	125	D	Mar 30, 2012	Mar 30, 2012	Common Stock	125	I
Stock warrant (right to buy)^F3	$0.67	Sep 12, 2016	X	125	D	Oct 1, 2012	Oct 1, 2019	Common Stock	125	I

Explanation of responses

F1Shares are held by Sofinnova Venture Partners VI, L.P. ("SV VI"). Sofinnova Management VI, L.L.C. ("SV LLC") is the general partner of SV VI and Michael F. Powell ("Powell"), a director of the Issuer, James I. Healy ("Healy"), Alain L. Azan ("Azan") and Eric P. Buatois ("Buatois"), the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.
F10Shares acquired by SV LLC in connection with the distributions reported above.
F11Shares are held by SV LLC. SV LLC is the general partner of each of SV VI, SV KG, and SV A, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.
F2Shares are held by Sofinnova Venture Partners VI GmbH & Co. KG ("SV KG"). SV LLC is the managing limited partner of SV KG, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.
F3Shares are held by Sofinnova Venture Affiliates VI, L.P. ("SV A"). SV LLC is the general partner of SV A, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.
F4On September 12, 2016, the holder exercised warrants to purchase 18,374 shares of OCRX common stock for $0.67 a share. The holder paid the exercise price on a cashless basis, resulting in OCRX's withholding of 5,372 of the warrant shares to pay the exercise price and issuing to the holder the remaining 13,002 shares.
F5On September 12, 2016, the holder exercised warrants to purchase 3,640 shares of OCRX common stock for $0.67 a share. The holder paid the exercise price on a cashless basis, resulting in OCRX's withholding of 1,066 of the warrant shares to pay the exercise price and issuing to the holder the remaining 2,574 shares.
F6On September 12, 2016, the holder exercised warrants to purchase 250 shares of OCRX common stock for $0.67 a share. The holder paid the exercise price on a cashless basis, resulting in OCRX's withholding of 74 of the warrant shares to pay the exercise price and issuing to the holder the remaining 176 shares.
F7Represents a pro-rata in-kind distribution of Common Stock of the Issuer by SV VI without consideration to its partners.
F8Represents a pro-rata in-kind distribution of Common Stock of the Issuer by SV KG without consideration to its partners.
F9Represents a pro-rata in-kind distribution of Common Stock of the Issuer by SV A without consideration to its partners.

Remarks

SV LLC and its managing members disclaim benefical ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that SV LLC or any of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.