Sec Form 4 Filing - DONDERO JAMES D @ Relypsa Inc - 2016-08-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
DONDERO JAMES D
2. Issuer Name and Ticker or Trading Symbol
Relypsa Inc [ RLYP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 CRESCENT COURT, SUITE 700
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2016
(Street)
DALLAS, TX75201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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, par value $0.001 per share 08/11/2016 S 37,000 D $ 31.96 128,000 I See Footnote ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Option to purchase Common stock, par value $0.001 per share $ 32 08/11/2016 P 5,000 08/11/2016 09/16/2016 Common stock, par value $0.001 per share 500,000 $ 0.15 65,799 I See Footnote ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DONDERO JAMES D
300 CRESCENT COURT, SUITE 700
DALLAS, TX75201
X
Signatures
/s/ James D. Dondero 08/15/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held by Highland Select Equity Fund GP, L.P. ("Select GP") indirectly through accounts for which it serves as general partner. Mr. Dondero is the President and the director of Strand Advisors, Inc. ("Strand"), the general partner of Highland Capital Management, L.P. ("HCMLP"), the sole member of Highland Select Equity GP, LLC ("Select LLC"), the general partner of Select GP, and may be deemed to be an indirect beneficial owner of shares held by Select GP. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
( 2 )These options are held by Select GP and NexPoint Advisors, L.P. ("NexPoint") indirectly through accounts for which they serve as general partner and investment manager, respectively. Mr. Dondero is the President and the director of Strand Advisors, Inc., the general partner of Highland Capital Management, L.P., the sole member of Highland Select Equity GP, LLC, the general partner of Select GP, and controls NexPoint Advisors GP, LLC, NexPoint's general partner, and may be deemed to be an indirect beneficial owner of options held by Select GP and NexPoint. Mr. Dondero disclaims beneficial ownership of such options except to the extent of his pecuniary interest therein. The 65,799 derivative securities held by Select GP and NexPoint indirectly are presently exercisable call options which expire September 16, 2016, and, if converted at the exercise price of $32, would result in holdings of 6,579,900 shares of the issuer.

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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