Sec Form 4 Filing - Zisson Alex @ Auspex Pharmaceuticals, Inc. - 2014-05-14

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
Zisson Alex
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)
3366 N. TORREY PINES COURT, SUITE 225
3. Date of Earliest Transaction (MM/DD/YY)
05/14/2014
(Street)
SAN DIEGO, CA92037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 05/14/2014 X 65,839 ( 1 ) A $ 3.879 5,232,624 ( 2 ) I see footnote ( 3 )
Common Stock 05/14/2014 S( 4 ) 12,400 ( 5 ) D $ 20.598 5,220,224 ( 6 ) I see footnote ( 3 )
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
Common Stock Warrants $ 3.879 05/14/2014 X 65,839 ( 1 ) ( 7 ) 05/22/2014 Common Stock 65,839 ( 1 ) $ 0 0 I ( 3 ) see footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zisson Alex
3366 N. TORREY PINES COURT, SUITE 225
SAN DIEGO, CA92037
X X
TMP Associates II LP
60 SOUTH SIXTH STREET, SUITE 3620
MINNEAPOLIS, MN55402
X
TMP Nominee II, LLC
60 SOUTH SIXTH STREET, SUITE 3620
MINNEAPOLIS, MN55402
X
Signatures
/s/ Susan Haedt by power of attorney 09/09/2014
Signature of Reporting Person Date
By Thomas McNerney & Partners II, LLC By: /s/ Susan Haedt by power of attorney 09/09/2014
Signature of Reporting Person Date
By: Alex Zisson, Manager, By: /s/ Susan Haedt by power of attorney 09/09/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are held as follows: 64,918 shares by Thomas, McNerney & Partners II, L.P. ("TMP II"), 678 shares by TMP Nominee II, LLC ("TMPN II") and 243 shares by TMP Associates II, L.P. ("TMPA II").
( 2 )Includes 5,159,369 shares held in the name of TMP II; 53,345 shares held in the name of TMPN II; and 19,910 shares held in the name of TMPA II.
( 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. The reporting person is a manager of TMP II lLC and TMPN II and has shared 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.
( 4 )On May 14, 2014, TMP II, TMPN II, and TMPA II exercised warrants to purchase an aggregate 65,839 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 12,400 of the warrant shares to pay the exercise price and issuing a net 53,439 shares of common stock.
( 5 )The securities were disposed of as follows: 12,226 shares by TMP II, 128 shares by TMPN II and 46 shares by TMPA II.
( 6 )Includes 5,147,143 shares held in the name of TMP II; 53,217 shares held in the name of TMPN II; and 19,864 shares held in the name lf TMPA II.
( 7 )The warrant was immediately exercisable.

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