Sec Form 4 Filing - NEW ENTERPRISE ASSOCIATES 13 LP @ Omthera Pharmaceuticals, Inc. - 2013-04-16

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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
NEW ENTERPRISE ASSOCIATES 13 LP
2. Issuer Name and Ticker or Trading Symbol
Omthera Pharmaceuticals, Inc. [ OMTH]
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)
1954 GREENSPRING DRIVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
04/16/2013
(Street)
TIMONIUM, MD21093
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 04/16/2013 C( 1 ) 156,250 A $ 0.01 156,250 D ( 2 )
Common Stock 04/16/2013 S( 1 ) 196 D $ 8 156,054 D ( 2 )
Common Stock 04/16/2013 C( 3 ) 633,219 A $ 8 ( 3 ) 789,273 D ( 2 )
Common Stock 04/16/2013 C 4,418,940 A 5,208,213 D ( 2 )
Common Stock 04/16/2013 P 625,000 A $ 8 5,833,213 D ( 2 )
6. Date Exercisable and Expiration Date
(MM/DD/YY)
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)
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
Warrant (right to buy) $ 0.01 04/16/2013 C 156,250 04/16/2013( 1 ) 02/15/2023 Common Stock 156,250 $ 0 0 D ( 2 )
Secured Convertible Promissory Note $ 8 04/16/2013 C 633,219 04/16/2013( 3 ) 02/15/2014( 4 ) Common Stock 633,219 ( 3 ) 0 D ( 2 )
Series B Preferred Stock ( 5 ) 04/16/2013 C 6,165,747 ( 5 ) ( 5 ) Common Stock 4,418,940 ( 5 ) 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NEW ENTERPRISE ASSOCIATES 13 LP
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
NEA Partners 13, Limited Partnership
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
NEA 13 GP, Ltd
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM, MD21093
X
Signatures
/s/ Louis Citron, attorney-in-fact 04/17/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective upon the closing of the Issuer's initial public offering ("IPO") of its Common Stock, New Enterprise Associates 13, L.P.'s ("NEA 13") warrant automatically converted into 156,250 shares of Common Stock of the Issuer. NEA 13 paid the exercise price of $0.01 per share of the warrant on a cashless basis, resulting in the Issuer's withholding of 196 of the warrant shares to pay the exercise price and issuing to NEA 13 the remaining 156,054 shares.
( 2 )The securities are directly held by NEA 13 and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri, David M. Mott, Scott D. Sandell, Ravi Viswanathan and Harry R. Weller. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Indirect Reporting Persons have no pecuniary interest.
( 3 )The Secured Convertible Promissory Note was issued to NEA 13 in exchange for $5,000,000. Effective upon the closing of the Issuer's IPO, the outstanding principal and accrued and unpaid interest on the Secured Convertible Promissory Note automatically converted into shares of Common Stock at the Issuer's IPO price per share.
( 4 )This is the maturity date of the Secured Convertible Promissory Note.
( 5 )Effective upon the closing of the Issuer's IPO, each share of Series B Preferred Stock automatically converted, without the payment of additional consideration, at a ratio of 1.3953-1 into the number of shares of Common Stock shown in Column 7. The Series B Preferred Stock had no expiration date.

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