SEC Form 4 · accession 0001012975-15-000021
Auspex Pharmaceuticals, Inc. · ASPX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alex Zisson
Director
Period of report
Jan 8, 2015
Accepted (ET)
Jan 12, 2015 · 3:56 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001454189
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jan 8, 2015 | M | 319,135 | $3.879 | A | 5,589,739 | I | see footnote |
| Common StockF5,F6,F3 | Jan 8, 2015 | D | 24,008 | $51.574 | D | 5,565,731 | I | see footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock WarrantF7,F3,F10 | $3.879 | Jan 8, 2015 | M | 59,277 | D | — | Jan 8, 2015 | Common Stock | 59,277 | 0 | I |
| Common Stock WarrantF8,F3,F10 | $3.879 | Jan 8, 2015 | M | 169,630 | D | — | Dec 15, 2016 | Common Stock | 169,630 | 0 | I |
| Common Stock WarrantF9,F3,F10 | $3.879 | Jan 8, 2015 | M | 90,228 | D | — | Jul 18, 2017 | Common Stock | 90,228 | 0 | I |
Explanation of responses
- F1The securities are held as follows: 314,670 shares by Thomas, McNerney & Partners II, L.P. ("TMP II"), 3,286 shares by TMP Nominee II, LLC ("TMPN II") and 1,179 shares by TMP Associates II, L.P. ("TMPA II").
- F10The warrant was immediately exercisable.
- F2Includes 5,511,490 shares held in the name of TMP II; 57,572 shares held in the name of TMPN II; and 20,677 shares held in the name of TMPA II.
- F3The 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. Alex Zisson is a manager of TMP II LLC and has share voting and dispositive power over the securities held by TMP II and TMPA II, but disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F4On January 8, 2015, TMP II, TMPN II, and TMPA II exercised warrants to purchase an aggregate 319,135 shares of Auspex Pharmaceuticals, Inc. ("Auspex") common stock for $3.879 per share. The warrants were exercised on a cashless basis, resulting in Auspex withholding 24,008 of the warrant shares to pay the exercise price and issuing a net 295,127 shares of common stock.
- F5The securities were disposed of as follows: 23,669 shares by TMP II, 248 shares by TMPN II and 91 shares by TMPA II.
- F6Includes 5,487,821 shares held in the name of TMP II; 57,324 shares held in the name of TMPN II; and 20,586 shares held in the name of TMPA II.
- F7The securities are held as follows: 58,448 shares by TMP II, 610 shares by TMPN II and 219 shares by TMPA II.
- F8The securities are held as follows: 167,256 shares by TMP II, 1,747 shares by TMPN II and 627 shares by TMPA II.
- F9The securities are held as follows: 88,966 shares by TMP II, 929 shares by TMPN II and 333 shares by TMPA II.