Sec Form 4 Filing - Perret Marc Olivier @ 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 Perret Marc Olivier 2. Issuer Name and Ticker or Trading Symbol Conatus Pharmaceuticals Inc [ CNAT] 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) C/O CONATUS PHARMACEUTICALS INC., 4365 EXECUTIVE DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2013 (Street) SAN DIEGO, CA92121 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 07/30/2013 C( 1 ) 1,258,730 A 1,258,730 I See footnotes ( 2 ) ( 3 ) Common Stock 07/30/2013 X( 4 ) 46,675 A 1,305,405 I See footnotes ( 2 ) ( 3 ) Common Stock 07/30/2013 S( 4 ) 352 D $ 11 1,305,053 I See footnotes ( 2 ) ( 3 ) Common Stock 07/30/2013 J( 5 ) 16,742 A $ 11 1,321,795 I See footnotes ( 2 ) ( 3 ) Common Stock 07/30/2013 P 165,525 A $ 11 1,487,320 I See footnotes ( 2 ) ( 3 )

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 A Preferred Stock ( 1 ) 07/30/2013 C( 1 ) 6,666,668 ( 1 ) ( 1 ) Common Stock 808,080 ( 1 ) 0 I See footnotes ( 2 ) ( 3 ) Series B Preferred Stock ( 1 ) 07/30/2013 C( 1 ) 3,717,861 ( 1 ) ( 1 ) Common Stock 450,649 ( 1 ) 0 I See footnotes ( 2 ) ( 3 ) Warrants to Purchase Shares of Series A Preferred Stock ( 4 ) 07/30/2013 X( 4 ) 385,070 ( 4 ) ( 4 ) Common Stock 46,675 ( 4 ) 0 I See footnotes ( 3 ) ( 6 ) Stock Option (Right to Buy) $ 11 07/30/2013 A 30,000 ( 7 ) 07/29/2023 Common Stock 30,000 $ 0 30,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Perret Marc Olivier C/O CONATUS PHARMACEUTICALS INC. 4365 EXECUTIVE DRIVE, SUITE 200 SAN DIEGO, CA92121 X X Signatures /s/ Charles J. Cashion, Attorney-in-Fact for Marc Olivier Perret 08/01/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The outstanding shares of Preferred Stock of the Issuer automatically converted into the shares of Common Stock of the Issuer at the closing of the Issuer's initial public offering (the "IPO") at a conversion ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, for no additional consideration. ( 2 )The shares are held by Cooperative Gilde Healthcare II U.A. ( 3 )The manager of Cooperative Gilde Healthcare II U.A. is Gilde Healthcare II Management B.V., which is indirectly owned by three managing partners, Edwin de Graaf, Marc Olivier Perret and Martenmanshurk B.V. (of which Pieter van der Meer is the owner and manager), through a holding entity, Gilde Healthcare Holding B.V. Gilde Healthcare Holding B.V. is owned in equal thirds by the three managing partners. Each of Edwin de Graaf, Marc Olivier Perret and Pieter van der Meer share voting and dispositive power of the shares, and disclaim beneficial ownership of the shares except to the extent of their respective pecuniary interest therein. ( 4 )Upon the conversion of all outstanding shares of Preferred Stock of the Issuer in connection with the closing of the IPO, the warrants to purchase shares of Series A Preferred Stock were converted to warrants to purchase Common Stock with an exercise price of $0.0825 per share, at a ratio of 1 share of Common Stock for every 8.25 shares of Preferred Stock, rounded down to the nearest whole number, and were then net exercised based on the IPO price of $11.00 per share. ( 5 )The common stock was acquired upon conversion of a convertible promissory note exempt from the definition of a derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the IPO. ( 6 )The warrants are held by Cooperative Gilde Healthcare II U.A. ( 7 )The shares subject to this option become exercisable as they vest. One-third of the total number of shares subject to this option vests and becomes exercisable on each anniversary of the grant date, so that the entire number of shares subject to this option becomes fully vested and exercisable on the third anniversary of the grant date.

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).

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