Sec Form 3 Filing - Thomas, McNerney & Partners II L.P. @ Ocera Therapeutics, Inc. - 2013-07-15

FORM 3 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 Thomas, McNerney & Partners II L.P. 2. Issuer Name and Ticker or Trading Symbol Ocera Therapeutics, Inc. [ OCRX] 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) C/O THOMAS MCNERNEY & PARTNERS, 60 SOUTH SIXTH STREET, SUITE 3620 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2013 (Street) MINNEAPOLIS, MN55402 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, par value $0.00001 per share 687,176 D Common Stock, par value $0.00001 per share 1,751,393 I See footnotes ( 1 ) ( 2 ) ( 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 Stock Options (Right to Buy) $ 0.92 02/06/2006 02/06/2016 Common Stock, par value $0.00001 per share 11,969 I See Footnote ( 4 ) ( 5 ) Stock Options (Right to Buy) $ 1.84 02/11/2009 02/11/2019 Common Stock, par value $0.00001 per share 2,992 I See Footnote ( 4 ) ( 5 ) Stock Options (Right to Buy) $ 1.84 02/11/2010 02/11/2020 Common Stock, par value $0.00001 per share 2,992 I See Footnote ( 4 ) ( 5 ) Stock Options (Right to Buy) $ 48 04/19/2011 04/19/2021 Common Stock, par value $0.00001 per share 2,083 I See Footnote ( 6 ) ( 7 ) Stock Options (Right to Buy) $ 50.88 08/07/2012 08/07/2022 Common Stock, par value $0.00001 per share 2,652 I See Footnote ( 6 ) ( 7 ) Warrants $ 0.67 03/30/2012 03/30/2019 Common Stock, par value $0.00001 per share 19,372 I See Footnote ( 8 ) Warrants $ 0.67 10/01/2012 10/01/2019 Common Stock, par value $0.00001 per share 19,372 I See Footnote ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thomas, McNerney & Partners II L.P. C/O THOMAS MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 MINNEAPOLIS, MN55402 X TMP Nominee II, LLC 60 S. SIXTH STREET SUITE 3620 MINNEAPOLIS, MN55402 X TMP Associates II LP 60 SOUTH SIXTH ST STE 3620 MINNEAPOLIS, MN55402 X AGUIAR ERIC ONE LANDMARK SQUARE SUITE 1920 STAMFORD, CT06091 X Signatures /s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of Thomas, McNerney & Partners II, L.P. 07/24/2013 Signature of Reporting Person Date /s/ James E. Thomas, Manager of TMP Nominee II, LLC 07/24/2013 Signature of Reporting Person Date /s/ James E. Thomas, Manager of Thomas, McNerney & Partners II, LLC, the general partner of TMP Associates II, L.P. 07/24/2013 Signature of Reporting Person Date /s/ Eric Aguiar 07/24/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities are owned of record by Thomas, McNerney & Partners, L.P. ("TMP"), TMP Associates, L.P. ("TMPA"), TMP Nominee, LLC ("TMPN"), TMP Associates II, L.P. ("TMPA II") and TMP Nominee II, LLC ("TMPN II"). Thomas, McNerney & Partners, LLC ("TMP LLC") is the general partner of TMP and TMPA and has shared voting and dispositive power of the securities held by TMP and TMPA, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Thomas, McNerney & Partners II, LLC ("TMP II LLC") is the general partner of Thomas McNerney & Partners II, L.P. ("TMP II") and TMPA II and has shared voting and dispositive power of the securities held by TMP II and TMPA II, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. (Continued on footnote 2) ( 2 )Eric Aguiar is a manager of TMP and TMP II and is also a member of TMPN II. TMP II, TMPA II, TMPN II and Eric Aguiar are the "Reporting Persons". Accordingly, the Reporting Persons may be deemed to share beneficial ownership of such securities, although the Reporting Persons disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein. ( 3 )Tranzyme, Inc. ("Tranzyme") and Ocera Therapeutics, Inc., ("Ocera") entered into an agreement and plan of merger and reorganization, dated April 23, 2013 (the "Merger Ag reement"), pursuant to which a wholly owned subsidiary of the Tranzyme merged with and into Ocera, with Ocera surviving as a wholly owned subsidiary of Tranzyme (the "Merger"). As a result of the Merger, the shares of Tranzyme owned by TMP, TMPA, and TMPN were converted into equity of Ocera. Immediately following the Merger, TMP II, TMPA II, and TMPN II acquired shares of the Tranzyme's common stock in a private placement transaction. Tranzyme's shareholders also approved a change of its name to "Ocera Therapeutics, Inc." (the "Issuer"). ( 4 )These stock options were originally granted to Pratik Shah as a director for Ocera, pursuant to its 2005 Stock Plan Stock Option Agreement, as follows: (i) common stock options with the right to buy 100,000 shares at the exercise price of $0.11; (ii) common stock options with the right to buy 25,000 shares at the exercise price of $0.22; and (iii) common stock options with the right to buy 25,000 shares at the exercise price of $0.22. These stock options are now fully vested. Pursuant to the terms of the Merger, the stock options were converted into stock options exercisable into shares of common stock of the Issuer. (Continued on footnote 5) ( 5 )Pratik Shah is a current director of the Issuer and also a manager of TMP LLC and TMP II LLC. Pratik Shah holds such options for the benefit of TMP. Accordingly, the Reporting Persons may be deemed to share beneficial ownership of such securities, although the Reporting Persons disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein. ( 6 )These stock options were originally granted to Alex Zisson, as a former director of Tranzyme, pursuant to its 2011 Stock Option and Incentive Plan, as follows: (i) common stock options with the right to buy 25,000 shares at the exercise price of $4.00; and (ii) common stock options with the right to buy 31,835 shares at the exercise price of $4.24. 20% of the stock options vested and became exercisable immediately, with the remainder vesting and becoming exercisable in equal installments on each three-month anniversary of the date of grant, such that all of the stock options vested. (Continued on footnote 7) ( 7 )Alex Zisson is also a manager of TMP LLC and TMP II LLC, and a member of TMPN II. Pursuant to the terms of the Merger, and the stock options were converted into stock options exercisable into shares of the Issuer. Alex Zisson holds such options for the benefit of TMP. Accordingly, the Reporting Persons may be deemed to share beneficial ownership of such securities, although the Reporting Persons disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein. ( 8 )These common stock purchase warrants (the "Warrants") were issued to TMP, TMPA, and TMPN by Ocera, in connection with the sale of convertible promissory notes, pursuant to the terms of that certain Note Purchase Agreement dated March 30, 2012 (the "Note Purchase Agreement"). Approval of Subsequent Closing (as defined in the Note Purchase Agreement) to the Note Purchase Agreement occurred on October 1, 2012. The holders of record are as follows: (i) 316,723 are held by TMP; (ii) 1,182 are held by TMPA; and (iii) 5,804 are held by TMPN, for the aggregate nominal amount of 323,709 subject to the terms and conditions specified in the Note Purchase Agreement and the Warrant. Accordingly, the Reporting Persons may be deemed to share beneficial ownership of such securities, although the Reporting Persons disclaim beneficial ownership of such securities except to the extent of any pecuniary interest therein.

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