Sec Form 4 Filing - EVNIN LUKE @ Conatus Pharmaceuticals Inc - 2013-07-30

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 EVNIN LUKE 2. Issuer Name and Ticker or Trading Symbol Conatus Pharmaceuticals Inc [ CNAT] 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) C/O MPM ASSET MANAGEMENT, 200 CLARENDON STREET, 54TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2013 (Street) BOSTON, MA02116 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 07/30/2013 C 1,010,099 ( 1 ) A 1,010,099 I See Footnote ( 1 ) Common Stock 07/30/2013 J( 3 ) 16,716 ( 4 ) A $ 11 1,026,815 I See Footnote ( 5 ) Common Stock 07/30/2013 P 165,265 ( 6 ) A $ 11 1,192,080 I See Footnote ( 7 )

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 B Convertible Preferred Stock ( 2 ) 07/30/2013 C 8,333,334 ( 8 ) ( 9 ) Common Stock 1,010,099 $ 0 0 I See Footnote ( 10 ) Warrant to Purchase Series B Preferred Stock (Right to Buy) $ 0.9 07/30/2013 C( 11 ) 265,837 05/30/2013 05/30/2018 Series B Preferred Stock 265,837 $ 0 0 I See Footnote ( 12 ) Warrant to Purchase Common Stock (Right to Buy) $ 7.43 07/30/2013 C( 11 ) 32,220 ( 8 ) 05/30/2018 Common Stock 32,220 $ 0 32,220 I See Footnote ( 13 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EVNIN LUKE C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA02116 X Foley Todd C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA02116 X GADICKE ANSBERT C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA02116 X KAILIAN VAUGHN M C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA02116 X Vander Vort John C/O MPM ASSET MANAGEMENT 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA02116 X Signatures /s/ Luke Evnin 08/01/2013 Signature of Reporting Person Date /s/ Todd Foley 08/01/2013 Signature of Reporting Person Date /s/ Ansbert Gadicke 08/01/2013 Signature of Reporting Person Date /s/ Vaughn Kailian 08/01/2013 Signature of Reporting Person Date /s/ John Vander Vort 08/01/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held as follows: 473,353 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 18,236 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG"), 13,460 by MPM Asset Management Investors BV4 LLC ("AM BV4"), 486,164 by MPM BioVentures V, L.P. ("BV V") and 18,886 by MPM Asset Management Investors BV5 LLC ("AM BV5"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP and BV IV KG and BV LLC is the manager of AM BV4. MPM BioVentures V GP LLC and MPM BioVentures V LLC ("BV V LLC") are the direct and indirect general partners of BV V and BV V LLC is the manager of AM BV5. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian,James Paul Scopa, Todd Foley and John Vander Vort are the members of BV LLC and BV V LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. ( 2 )Each share of Series B Preferred Stock automatically converted into 0.121212 of a share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering ("IPO"). The shares had no expiration date. ( 3 )Represent the conversion of outstanding promissory notes in the principal amount of $182,056.00, plus interest accrued at 6% per annum, which became convertible at $11.00 per share, and simultaneously automatically converted into shares of the Issuer's Common Stock, upon the closing of the IPO. The principal amount of the notes were held as follows: $85,315.15 by BV IV QP, $3,286.84 by BV IV KG, $2,426.01 by AM BV4, $87,623.98 by BV V and $3,404.02 by AM BV5 and the principal and interest converted into the following shares of Common Stock: 7,833 by BV IV QP, 302 by BV IV KG, 223 by AM BV4, 8,045 by BV V and 313 by AM BV5. ( 4 )The shares were acquired as follows: 7,833 by BV IV QP, 302 by BV IV KG, 223 by AM BV4, 8,045 by BV V and 313 by AM BV5. ( 5 )The shares are held as follows: 481,186 by BV IV QP, 18,538 by BV IV KG, 13,683 by AM BV4, 494,209 by BV V and 19,199 by AM BV5. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. ( 6 )The shares were purchased as follows: 77,447 by BV IV QP, 2,983 by BV IV KG, 2,202 by AM BV4, 79,543 by BV V and 3,090 by AM BV5. ( 7 )The shares are held as follows: 558,633 by BV IV QP, 21,521 by BV IV KG, 15,885 by AM BV4, 573,752 by BV V and 22,289 by AM BV5. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein. ( 8 )Immediately. ( 9 )Not applicable. ( 10 )The shares of Series B Preferred Stock were held as follows: 3,905,170 by BV IV QP, 150,450 by BV IV KG, 111,047 by AM BV4, 4,010,853 by BV V and 155,814 by AM BV5. ( 11 )Represents the automatic conversion of warrants to purchase Series B Preferred Stock into warrants to purchase Common Stock on a 1-for-8.25 basis upon the closing of the IPO. ( 12 )The warrants were held as follows: 124,577 by BV IV QP, 4,799 by BV IV KG, 3,542 by AM BV4, 127,948 by BV V and 4,971 by AM BV5. ( 13 )The warrants are held as follows: 15,100 by BV IV QP, 581 by BV IV KG, 429 by AM BV4, 15,508 by BV V and 602 by AM BV5. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

Remarks: See Form 4 for MPM BioVentures IV-QP, L.P. for additional members of this joint filing.

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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