Sec Form 4 Filing - POWELL MICHAEL @ Ocera Therapeutics, Inc. - 2016-09-12

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 POWELL MICHAEL 2. Issuer Name and Ticker or Trading Symbol Ocera Therapeutics, Inc. [ OCRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SOFINNOVA VENTURES, 3000 SAND HILL ROAD, SUITE 4-250 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2016 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 09/12/2016 X 18,374 A $ 0.67 705,368 I See footnote ( 1 ) Common Stock 09/12/2016 X 3,640 A $ 0.67 139,752 I See footnote ( 2 ) Common Stock 09/12/2016 X 250 A $ 0.67 9,614 I See footnote ( 3 ) Common Stock 09/12/2016 S 5,372 D ( 4 ) $ 2.292 699,996 I See footnote ( 1 ) Common Stock 09/12/2016 S 1,066 D ( 5 ) $ 2.292 138,686 I See footnote ( 2 ) Common Stock 09/12/2016 S 74 D ( 6 ) $ 2.292 9,540 I See footnote ( 3 ) Common Stock 10/31/2016 J 699,996 D ( 7 ) $ 0 0 I See footnote ( 1 ) Common Stock 10/31/2016 J 138,686 D ( 8 ) $ 0 0 I See footnote ( 2 ) Common Stock 10/31/2016 J 9,540 D ( 9 ) $ 0 0 I See footnote ( 3 ) Common Stock 10/31/2016 J 14,328 A ( 10 ) $ 0 14,328 I See footnote ( 11 )

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 warrant (right to buy) $ 0.67 09/12/2016 X 9,187 03/30/2012 03/30/2019 Common Stock 9,187 $ 0 0 I See footnote ( 1 ) Stock warrant (right to buy) $ 0.67 09/12/2016 X 9,187 10/01/2012 10/01/2019 Common Stock 9,187 $ 0 0 I See footnote ( 1 ) Stock warrant (right to buy) $ 0.67 09/12/2016 X 1,820 03/30/2012 03/30/2019 Common Stock 1,820 $ 0 0 I See footnote ( 2 ) Stock warrant (right to buy) $ 0.67 09/12/2016 X 1,820 10/01/2012 10/01/2019 Common Stock 1,820 $ 0 0 I See footnote ( 2 ) Stock warrant (right to buy) $ 0.67 09/12/2016 X 125 03/30/2012 03/30/2012 Common Stock 125 $ 0 0 I See footnote ( 3 ) Stock warrant (right to buy) $ 0.67 09/12/2016 X 125 10/01/2012 10/01/2019 Common Stock 125 $ 0 0 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other POWELL MICHAEL C/O SOFINNOVA VENTURES 3000 SAND HILL ROAD, SUITE 4-250 MENLO PARK, CA94025 X Signatures /s/ Nathalie Auber, Attorney-in-Fact for Michael Powell 12/30/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares are held by Sofinnova Venture Partners VI, L.P. ("SV VI"). Sofinnova Management VI, L.L.C. ("SV LLC") is the general partner of SV VI and Michael F. Powell ("Powell"), a director of the Issuer, James I. Healy ("Healy"), Alain L. Azan ("Azan") and Eric P. Buatois ("Buatois"), the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities. ( 2 )Shares are held by Sofinnova Venture Partners VI GmbH & Co. KG ("SV KG"). SV LLC is the managing limited partner of SV KG, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities. ( 3 )Shares are held by Sofinnova Venture Affiliates VI, L.P. ("SV A"). SV LLC is the general partner of SV A, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities. ( 4 )On September 12, 2016, the holder exercised warrants to purchase 18,374 shares of OCRX common stock for $0.67 a share. The holder paid the exercise price on a cashless basis, resulting in OCRX's withholding of 5,372 of the warrant shares to pay the exercise price and issuing to the holder the remaining 13,002 shares. ( 5 )On September 12, 2016, the holder exercised warrants to purchase 3,640 shares of OCRX common stock for $0.67 a share. The holder paid the exercise price on a cashless basis, resulting in OCRX's withholding of 1,066 of the warrant shares to pay the exercise price and issuing to the holder the remaining 2,574 shares. ( 6 )On September 12, 2016, the holder exercised warrants to purchase 250 shares of OCRX common stock for $0.67 a share. The holder paid the exercise price on a cashless basis, resulting in OCRX's withholding of 74 of the warrant shares to pay the exercise price and issuing to the holder the remaining 176 shares. ( 7 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by SV VI without consideration to its partners. ( 8 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by SV KG without consideration to its partners. ( 9 )Represents a pro-rata in-kind distribution of Common Stock of the Issuer by SV A without consideration to its partners. ( 10 )Shares acquired by SV LLC in connection with the distributions reported above. ( 11 )Shares are held by SV LLC. SV LLC is the general partner of each of SV VI, SV KG, and SV A, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.

Remarks: SV LLC and its managing members disclaim benefical ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that SV LLC or any of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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