Sec Form 4 Filing - ALTA BIOPHARMA PARTNERS III LP @ Cara Therapeutics, Inc. - 2014-02-05

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 ALTA BIOPHARMA PARTNERS III LP 2. Issuer Name and Ticker or Trading Symbol Cara Therapeutics, Inc. [ CARA] 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 EMBARCADERO CENTER, 37TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2014 (Street) SAN FRANCISCO, CA94111 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 02/05/2014 C( 1 ) 1,118,675 A $ 0 1,118,675 I See Footnote ( 2 ) Common Stock 02/05/2014 C( 3 ) 531,442 A $ 0 1,650,117 I See Footnote ( 2 ) Common Stock 02/05/2014 P 103,330 A $ 11 1,753,447 I See Footnote ( 2 ) Common Stock 02/05/2014 C( 1 ) 75,129 A $ 0 75,129 I See Footnote ( 4 ) Common Stock 02/05/2014 C( 3 ) 35,691 A $ 0 110,820 I See Footnote ( 4 ) Common Stock 02/05/2014 P 6,940 A $ 11 117,760 I See Footnote ( 4 ) Common Stock 02/05/2014 C( 1 ) 27,568 A $ 0 27,568 I See Footnote ( 5 ) Common Stock 02/05/2014 C( 3 ) 13,097 A $ 0 40,665 I See Footnote ( 5 ) Common Stock 02/05/2014 P 2,547 A $ 11 43,212 I See Footnote ( 5 )

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 Series C Preferred Stock ( 1 ) 02/05/2014 C 2,363,654 ( 1 ) ( 1 ) Common Stock 1,118,675 $ 0 0 I See Footnote ( 2 ) Series C Preferred Stock ( 1 ) 02/05/2014 C 158,741 ( 1 ) ( 1 ) Common Stock 75,129 $ 0 0 I See Footnote ( 4 ) Series C Preferred Stock ( 1 ) 02/05/2014 C 58,250 ( 1 ) ( 1 ) Common Stock 27,568 $ 0 0 I See Footnote ( 5 ) Series D Preferred Stock ( 3 ) 02/05/2014 C 1,328,604 ( 3 ) ( 3 ) Common Stock 531,442 $ 0 0 I See Footnote ( 2 ) Series D Preferred Stock ( 3 ) 02/05/2014 C 89,227 ( 3 ) ( 3 ) Common Stock 35,691 $ 0 0 I See Footnote ( 4 ) Series D Preferred Stock ( 3 ) 02/05/2014 C 32,742 ( 3 ) ( 3 ) Common Stock 13,097 $ 0 0 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ALTA BIOPHARMA PARTNERS III LP ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, C A94111 X ALTA BIOPHARMA MANAGEMENT III LLC C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA94111 X ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA94111 X ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA94111 X CHAMPSI FARAH C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA94111 X HURWITZ EDWARD C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA94111 X X PENHOET EDWARD C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO, CA94111 X Signatures /s/Darren DeStefano, Attorney-in-Fact 02/05/2014 Signature of Reporting Person Date Darren DeStefano, Attorney-in-Fact 02/05/2014 Signature of Reporting Person Date Darren DeStefano, Attorney-in-Fact 02/05/2014 Signature of Reporting Person Date Darren DeStefano, Attorney-in-Fact 02/05/2014 Signature of Reporting Person Date Darren DeStefano, Attorney-in-Fact 02/05/2014 Signature of Reporting Person Date Darren DeStefano, Attorney-in-Fact 02/05/2014 Signature of Reporting Person Date Darren DeStefano, Attorney-in-Fact 02/05/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series C Preferred Stock held by the reporting persons automatically converted on a 1-for-2.1129 basis into shares of common stock upon the closing of the issuer's initial public offering. ( 2 )These shares are held of record by Alta BioPharma Partners III, L.P. ("ABP III"). Alta BioPharma Management III, LLC ("ABM III") is the general partner of ABP III. Edward Hurwitz, a director of the issuer, Farah Champsi and Edward Penhoet are directors of ABM III and may be deemed to share dispositive and voting power over the shares held by ABP III. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its respective pecuniary interest therein. ( 3 )The Series D Preferred Stock held by the reporting persons automatically converted on a 1-for-2.5 basis into shares of common stock upon the closing of the issuer's initial public offering. ( 4 )These shares are held of record by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("GmbH"). ABM III is the managing limited partner of GmbH. Edward Hurwitz, a director of the issuer, Farah Champsi and Edward Penhoet are directors of ABM III and may be deemed to share dispositive and voting power over the shares held by GmbH. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its respective pecuniary interest therein. ( 5 )These shares are held of record by Alta Embarcadero BioPharma Partners III, LLC ("Embarcadero"). Edward Hurwitz, a director of the issuer, Farah Champsi and Edward Penhoet are the managers of Embarcadero and may be deemed to share dispositive and voting power over the shares held by Embarcadero. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its respective pecuniary interest therein.

Remarks: Please note that all of these reporting persons are no longer subject to Section 16 Form 4 or Form 5 obligations, with the exception of Edward Hurwitz, who will have an ongoing Section 16 reporting obligation as a director of the issuer.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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