Sec Form 4 Filing - Macdonald Guy @ TETRAPHASE PHARMACEUTICALS INC - 2018-01-19

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 Macdonald Guy 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and Chief Executive (Last) (First) (Middle) 480 ARSENAL ST. SUITE 110 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2018 (Street) WATERTOWN, MA02472 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 05/12/2017 A 3,101 ( 1 ) A 127,440 D Common Stock 11/14/2017 A 1,566 ( 1 ) A 129,006 D

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 Restricted Stock Unit ( 2 ) 01/19/2018 A 100,000 ( 3 ) ( 3 ) Common Stock 100,000 $ 0 100,000 D Employee Stock Option (Right to Buy) $ 6.34 01/19/2018 A 300,000 ( 4 ) 01/18/2028 Common Stock 300,000 $ 0 300,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Macdonald Guy 480 ARSENAL ST. SUITE 110 WATERTOWN, MA02472 X President and Chief Executive Signatures /s/Maria Stahl as Attorney-in-Fact for Guy Macdonald 01/19/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were purchased pursuant to the issuer's 2014 Employee Stock Purchase Plan. ( 2 )Each restricted stock unit represents a contingent right to receive one share of common stock of Tetraphase Pharmaceuticals, Inc. for no consideration. ( 3 )These restricted stock units shall be eligible to vest upon achievement of certain performance conditions and, if such conditions are met, shall vest on January 31, 2021. ( 4 )Vests as to 6.25% of the shares on 4/19/2018 and further vests as to an additional 6.25% of the original grant at the end of each successive three-month period thereafter until 1/19/2022.

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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