Sec Form 4 Filing - Flagship Ventures Fund 2007, L.P. @ Receptos, Inc. - 2013-11-14

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
Flagship Ventures Fund 2007, L.P.
2. Issuer Name and Ticker or Trading Symbol
Receptos, Inc. [ RCPT]
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)
ONE MEMORIAL DRIVE, 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/14/2013
(Street)
CAMBRIDGE, MA02142
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 11/14/2013 S 155,583 D $ 25.03 ( 1 ) 1,768,755 D ( 4 )
Common Stock 11/15/2013 S 54,000 D $ 24.2 ( 2 ) 1,714,755 D ( 4 )
Common Stock 11/15/2013 S 904 D $ 25.1 1,713,851 D ( 4 )
Common Stock 11/18/2013 S 20,300 D $ 24.09 ( 3 ) 1,693,551 D ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flagship Ventures Fund 2007, L.P.
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
Flagship Ventures 2007 General Partner LLC
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
KANIA EDWIN M JR
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
AFEYAN NOUBAR
ONE MEMORIAL DRIVE, 7TH FLOOR
CAMBRIDGE, MA02142
X
Signatures
FLAGSHIP VENTURES FUND 2007, L.P. By: /s/ Noubar B. Afeyan Ph.D. 11/18/2013
Signature of Reporting Person Date
FLAGSHIP VENTURES 2007 GENERAL PARTNER LLC By: /s/ Noubar B. Afeyan Ph.D. 11/18/2013
Signature of Reporting Person Date
/s/ Edwin M. Kania, Jr. 11/18/2013
Signature of Reporting Person Date
/s/ Noubar B. Afeyan Ph.D. 11/18/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.50, inclusive. The reporting persons undertake to provide to Receptos Inc., any security holder of Receptos Inc., or the staff of the Securitites and Exchange Commision, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 1, 2, and 3 to this Form 4.
( 2 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $24.10 to $24.50, inclusive.
( 3 )The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $24.00 to $24.25, inclusive.
( 4 )The shares of common stock are held by Flagship Ventures Fund 2007, L.P. ("Flagship Fund") The general partner of Flagship Fund is Flagship Ventures 2007 General Partner LLC ("Flagship GP"), and the managing members of Flagship GP are Noubar B. Afeyan Ph.D. and Edwin M. Kania, Jr. The General Partner and Messrs. Afeyan and Kania have voting and investment control over the shares held by Flagship Fund and may be deemed to be the beneficial owners of such shares and each of them disclaims beneficial ownership of the shares except to the extent of his or its pecuniary interest therein.

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