Sec Form 4 Filing - ARMISTICE CAPITAL, LLC @ TETRAPHASE PHARMACEUTICALS INC - 2020-07-28

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 ARMISTICE CAPITAL, LLC 2. Issuer Name and Ticker or Trading Symbol TETRAPHASE PHARMACEUTICALS INC [ TTPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 510 MADISON AVENUE, 7TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2020 (Street) NEW YORK, NY10022 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 07/28/2020 J( 1 ) 1,419,507 D 0 D ( 2 ) Common Stock 07/28/2020 J( 1 ) 0 D $ 0 0 I See Footnote 2

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 Pre-Funded Warrants $ 0.01 07/28/2020 J( 3 ) 1,430,493 11/01/2019 ( 7 ) Common Stock 1,430,493 ( 3 ) 0 ( 3 ) D ( 2 ) Pre-Funded Warrants $ 0.01 07/28/2020 J( 3 ) 0 11/01/2019 ( 7 ) Common Stock 0 $ 0 0 ( 3 ) I See Footnote 2 Pre-Funded Warrants $ 0.001 07/28/2020 J( 4 ) 2,063,334 01/24/2020 ( 7 ) Common Stock 2,063,334 ( 4 ) 0 ( 4 ) D ( 2 ) Pre-Funded Warrants $ 0.001 07/28/2020 J( 4 ) 0 01/24/2020 ( 7 ) Common Stock 0 $ 0 0 ( 4 ) I See Footnote 2 Warrants $ 3.62 07/28/2020 J( 5 ) 2,130,493 11/01/2019 11/01/2024 Common Stock 2,130,493 ( 5 ) 0 ( 5 ) D ( 2 ) Warrants $ 3.62 07/28/2020 J( 5 ) 0 11/01/2019 11/01/2024 Common Stock 0 $ 0 0 ( 5 ) I See Footnote 2 Warrants $ 2.87 07/28/2020 J( 6 ) 3,333,334 01/24/2020 01/24/2025 Common Stock 3,333,334 ( 6 ) 0 ( 6 ) D ( 2 ) Warrants $ 2.87 07/28/2020 J( 6 ) 0 01/24/2020 01/24/2025 Common Stock 0 $ 0 0 ( 6 ) I See Footnote 2

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY10022 X X Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN, E9KY1-1104 X X Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY10022 X X Signatures Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 07/30/2020 Signature of Reporting Person Date Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director 07/30/2020 Signature of Reporting Person Date /s/ Steven Boyd 07/30/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of the Issuer's common stock, $0.001 par value (collectively, the "Shares"), were disposed of pursuant to a merger between the Issuer and La Jolla Pharmaceutical Company ("La Jolla") that became effective on July 28, 2020 (the "Merger"). As the holder of 1,419,507 Shares on the effective date of the Merger, Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), received pursuant to the Merger: (i) an upfront cash payment in an amount equal to $2.00 per Share (i.e., $2,839,014); and (ii) 1,419,507 contingent value rights entitled to receive future cash payments from La Jolla if U.S. net sales of XERAVA(TM) achieve certain specified benchmarks ("CVRs"). ( 2 )The reported securities were directly owned by the Master Fund. The reported securities may have been deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also have been deemed to be indirectly beneficially owned by Steven Boyd, as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 3 )These pre-funded warrants of the Issuer (collectively, the "November Pre-Funded Warrants") were disposed of pursuant to the Merger. As the holder of 1,430,493 November Pre-Funded Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger: (i) an upfront cash payment in an amount equal to $1.99 per underlying Share (i.e., $2,846,681.07); and (ii) 1,423,341 CVRs. ( 4 )These pre-funded warrants of the Issuer (collectively, the "January Pre-Funded Warrants") were disposed of pursuant to the Merger. As the holder of 2,063,334 January Pre-Funded Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger: (i) an upfront cash payment in an amount equal to $1.999 per underlying Share (i.e., $4,124,604.67); and (ii) 2,062,302 CVRs. ( 5 )These warrants of the Issuer (collectively, the "November Warrants") were disposed of pursuant to the Merger. As the holder of 2,130,493 November Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger an upfront cash payment in an amount equal to $2.68 per underlying Share (i.e., $5,709,721.24). ( 6 )These warrants of the Issuer (collectively, the "January Warrants") were disposed of pursuant to the Merger. As the holder of 3,333,334 January Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger an upfront cash payment in an amount equal to $2.69 per underlying Share (i.e., $8,966,668.46). ( 7 )These warrants do not expire.

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