Sec Form 4 Filing - McGowan Dana S. @ Ocera Therapeutics, Inc. - 2013-07-15

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 McGowan Dana S. 2. Issuer Name and Ticker or Trading Symbol Ocera Therapeutics, Inc. [ OCRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO and Secretary (Last) (First) (Middle) C/O OCERA THERAPEUTICS, INC., 12651 HIGH BLUFF DRIVE, SUITE 230 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2013 (Street) SAN DIEGO, CA92130 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

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 Employee stock option (right to buy) $ 0.84 07/15/2013 A 14,680 ( 1 ) 10/04/2015 Common Stock 14,680 ( 2 ) 14,680 D Employee stock option (right to buy) $ 1.25 07/15/2013 A 17,954 ( 3 ) 02/09/2017 Common Stock 17,954 ( 4 ) 17,954 D Employee stock option (right to buy) $ 2.51 07/15/2013 A 4,488 ( 5 ) 08/14/2018 Common Stock 4,488 ( 6 ) 4,488 D Employee stock option (right to buy) $ 1.84 07/15/2013 A 5,984 ( 7 ) 02/11/2019 Common Stock 5,984 ( 8 ) 5,984 D Employee stock option (right to buy) $ 1.84 07/15/2013 A 5,330 02/11/2010 02/11/2020 Common Stock 5,330 ( 9 ) 5,330 D Employee stock option (right to buy) $ 1.84 07/15/2013 A 5,984 ( 10 ) 02/11/2020 Common Stock 5,984 ( 11 ) 5,984 D Employee stock option (right to buy) $ 0.67 07/15/2013 A 8,683 06/16/2011 06/16/2021 Common Stock 8,683 ( 12 ) 8,683 D Employee stock option (right to buy) $ 0.67 07/15/2013 A 4,818 01/26/2012 01/26/2022 Common Stock 4,818 ( 13 ) 4,818 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGowan Dana S. C/O OCERA THERAPEUTICS, INC. 12651 HIGH BLUFF DRIVE, SUITE 230 SAN DIEGO, CA92130 CFO and Secretary Signatures /s/Dana S. McGowan 07/16/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option was immediately exercisable in full but any shares acquired upon exercise thereof were subject to restrictions on transfer. The option vested (and such transfer restrictions lapsed) as to 25% after one year from the vesting commencement date of September 12, 2005, and thereafter in monthly installments of 1/36th each. ( 2 )Received in connection with the merger of Ocera Subsidiary, Inc. (f/k/a Ocera Therapeutics, Inc.) with a wholly owned subsidiary of Ocera Therapeutics, Inc. (f/k/a Tranzyme, Inc.) in which transaction Ocera Subsidiary, Inc. was the surviving corporation (the "Merger"), in exchange for a stock option to acquire 122,646 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.10 per share (without giving effect, in either case, to the exchange ratio in the Merger). The exchange ratio in the Merger was 0.11969414 shares of the Common Stock of Ocera Therapeutics, Inc. for each share of Ocera Subsidiary, Inc. On the effective date of the Merger, the closing price of Ocera Therapeutic, Inc.'s Common Stock was $5.70 per share. ( 3 )The option was immediately exercisable in full but any shares acquired upon exercise thereof were subject to restrictions on transfer. The option vested (and such transfer restrictions lapsed) in monthly installments of 1/48th each, commencing February 1, 2007. ( 4 )Received in connection with the Merger in exchange for a stock option to acquire 150,000 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.15 per share (without giving effect, in either case, to the exchange ratio in the Merger). ( 5 )The option was immediately exercisable in full but any shares acquired upon exercise thereof were subject to restrictions on transfer. The option vested (and such transfer restrictions lapsed) in monthly installments of 1/48th each, commencing February 1, 2008. ( 6 )Received in connection with the Merger in exchange for a stock option to acquire 37,500 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.30 per share (without giving effect, in either case, to the exchange ratio in the Merger). ( 7 )The option was immediately exercisable in full but any shares acquired upon exercise thereof were subject to restrictions on transfer. The option vested (and such transfer restrictions lapsed) in monthly installments of 1/48th each, commencing February 1, 2009. ( 8 )Received in connection with the Merger in exchange for a stock option to acquire 50,000 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.22 per share (without giving effect, in either case, to the exchange ratio in the Merger). ( 9 )Received in connection with the Merger in exchange for a stock option to acquire 44,538 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.22 per share (without giving effect, in either case, to the exchange ratio in the Merger). Such option was fully vested upon the date of grant, February 11, 2010. ( 10 )The option is immediatley exercisable in full but any shares acquired upon exercise thereof are subject to restriction on transfer. The option vests (and such transfer restrictions lapse) in monthly installments of 1/48th each, which installments commenced February 1, 2010. ( 11 )Received in connection with the Merger in exchange for a stock option to acquire 50,000 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.22 per share (without giving effect, in either case, to the exchange ratio in the Merger). ( 12 )Received in connection with the Merger in exchange for a stock option to acquire 72,545 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ration in the Merger). Such option was fully vested upon the date of gratn, June 16, 2011. ( 13 )Received in connection with the Merger in exchange for a stock option to acquire 40,260 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger). Such option was fully vested upon the date of grant, January 26, 2012.

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