Sec Form 4 Filing - 3x5 Special Opportunity Fund, L.P. @ ZS Pharma, Inc. - 2014-12-15

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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
3x5 Special Opportunity Fund, L.P.
2. Issuer Name and Ticker or Trading Symbol
ZS Pharma, Inc. [ ZSPH]
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)
101 S. HANLEY ROAD, SUITE 1850,
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2014
(Street)
ST. LOUIS, MO63105
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 ( 1 ) ( 3 ) 12/15/2014 J( 1 ) 365,354 D $ 0 1,621,938 D
Common Stock ( 2 ) ( 3 ) 12/15/2014 S( 2 ) 79,444 D $ 47.094 ( 2 ) 123,247 D
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 Nu mber of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
3x5 Special Opportunity Fund, L.P.
101 S. HANLEY ROAD, SUITE 1850
ST. LOUIS, MO63105
X
RIVERVEST VENTURE FUND II L P
101 S. HANLEY ROAD, SUITE 1850
ST LOUIS, MO63105
X
RiverVest Venture Fund II (Ohio), L.P.
101 S. HANLEY ROAD, SUITE 1850
ST. LOUIS, MO63105
X
RiverVest 3x5 Special Opportunity Managers, LLC
101 S. HANLEY ROAD, SUITE 1850
ST. LOUIS, MO63105
X
3x5 Special Opportunity Partners, LLC
101 S. HANLEY ROAD, SUITE 1850
ST. LOUIS, MO63105
X
RiverVest Venture Partners II, LLC
101 S. HANLEY ROAD, SUITE 1850
ST. LOUIS, MO63105
X
RiverVest Venture Partners II, L.P.
101 S. HANLEY ROAD, SUITE 1850
ST. LOUIS, MO63105
X
RiverVest Venture Partners II(Ohio), LLC
101 S. HANLEY ROAD, SUITE 1850
ST. LOUIS, MO63105
X
Schmelter Jay
101 S. HANLEY ROAD, SUITE 1850
C/O RIVERVEST VENTURE PARTNERS
ST. LOUIS, MO63105
X
Melzer Thomas C.
101 S. HANLEY ROAD, SUITE 1850
C/O RIVERVEST 3X5 SPECIAL OPPORTUNITY
ST. LOUIS, MO63105
X
Signatures
/s/Thomas C. Melzer 12/17/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a pro rata distribution by 3x5 Special Opportunity Fund, L.P. to its partners. As part of such distribution, an additional 6,489 was distributed by 3x5 Special Opportunity Fund, L.P. to its general partner, 3x5 Special Opportunity Partners, LLC. See footnote 3.
( 2 )Consists of (a) 62,475 shares sold by RiverVest Venture Fund II, L.P. and (b) 16,969 shares sold by RiverVest Venture Fund II (Ohio), L.P. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.00 to $47.75, inclusive. The Reporting Person undertakes to provide to any security holder of ZS Pharma, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
( 3 )John P. McKearn, Ph.D. is an authorized person and Thomas Melzer and Jay Schmelter are members of RiverVest 3x5 Special Opportunity Managers, LLC. RiverVest 3x5 Special Opportunity Managers, LLC is a member of 3x5 Special Opportunity Partners, LLC. 3x5 Special Opportunity Partners, LLC is the general partner of 3x5 Special Opportunity Fund, L.P. As an authorized person or member, as the case may be, of RiverVest 3x5 Special Opportunity Managers, LLC, Dr. McKearn, Messrs. Melzer and Schmelter may be deemed to share dispositive voting and investment power with respect to the shares held by such entities. Dr. McKearn, Messrs. Melzer and Schmelter each disclaim beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:
The following individual is an additional Reporting Person: John P. McKearn with the following contact address: c/o RiverVest Venture Partners 101 S. Hanley Road, Suite 1850, St. Louis, MO 63105.

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