Sec Form 4 Filing - Aberdare GP III, L.L.C. @ 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 Aberdare GP III, L.L.C. 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) ONE EMBARCADERO CENTER, SUITE 4000 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2013 (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 07/30/2013 C( 1 ) 1,979,321 A $ 0 2,038,535 I By Aberdare Ventures III, L.P. ( 2 ) Common Stock 07/30/2013 X( 3 ) 73,395 A $ 0.0825 2,111,930 I By Aberdare Ventures III, L.P. ( 2 ) Common Stock 07/30/2013 S( 3 ) 552 D $ 11 2,111,378 I By Aberdare Ventures III, L.P. ( 2 ) Common Stock 07/30/2013 J( 4 ) 10,614 A $ 11 2,121,992 I By Aberdare Ventures III, L.P. ( 2 ) Common Stock 07/30/2013 P 104,952 A $ 11 2,226,944 I By Aberdare Ventures III, L.P. ( 2 ) Common Stock 07/30/2013 C( 1 ) 46,594 A $ 0 47,985 I By Aberdare Partners III, L.P. ( 2 ) Common Stock 07/30/2013 X( 3 ) 1,727 A $ 0.0825 49,712 I By Aberdare Partners III, L.P. ( 2 ) Common Stock 07/30/2013 S( 3 ) 14 D $ 11 49,698 I By Aberdare Partners III, L.P. ( 2 ) Common Stock 07/30/2013 J( 4 ) 251 A $ 11 49,949 I By Aberdare Partners III, L.P. ( 2 ) Common Stock 07/30/2013 P 2,470 A $ 11 52,419 I By Aberdare Partners III, L.P. ( 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 Series A Preferred Stock ( 1 ) 07/30/2013 C( 1 ) 10,483,166 ( 1 ) ( 1 ) Common Stock 1,270,687 ( 1 ) 0 I By Aberdare Ventures III, L.P. ( 2 ) Series B Preferred Stock ( 1 ) 07/30/2013 C( 1 ) 5,846,236 ( 1 ) ( 1 ) Common Stock 708,634 ( 1 ) 0 I By Aberdare Ventures III, L.P. ( 2 ) Warrant to Purchase Series A Preferred Stock $ 0.01 07/30/2013 C( 3 ) 363,308 ( 5 ) ( 5 ) Series A Preferred 363,308 ( 3 ) 0 I By Aberdare Ventures III, L.P. ( 2 ) Warrant to Purchase Series A Preferred Stock $ 0.01 07/30/2013 C( 3 ) 242,205 ( 6 ) ( 6 ) Series A Preferred 242,205 ( 3 ) 0 I By Aberdare Ventures III, L.P. ( 2 ) Warrant to Purchase Common Stock $ 0.0825 07/30/2013 C( 3 ) 73,395 07/30/2013 07/30/2013 Common Stock 73,395 ( 3 ) 73,395 I By Aberdare Ventures III, L.P. ( 2 ) Warrant to Purchase Common Stock $ 0.0825 07/30/2013 X( 3 ) 73,395 07/30/2013 07/30/2013 Common Stock 73,395 ( 3 ) 0 I By Aberdare Ventures III, L.P. ( 2 ) Warrant to Purchase Common Stock $ 0.9 07/30/2013 C( 7 ) 42,336 05/30/2018 05/30/2018 Series B Preferred Stock 42,336 ( 7 ) 0 I By Aberdare Ventures III, L.P. ( 2 ) Warrant to Purchase Common Stock $ 7.43 07/30/2013 C( 7 ) 5,131 ( 8 ) 05/30/2018 Common Stock 5,131 ( 7 ) 5,131 I By Aberdare Ventures III, L.P. ( 2 ) Series A Preferred Stock ( 1 ) 07/30/2013 C( 1 ) 246,775 ( 1 ) ( 1 ) Common Stock 29,912 ( 1 ) 0 I By Aberdare Partners III, L.P. ( 2 ) Series B Preferred Stock ( 1 ) 07/30/2013 C( 1 ) 137,626 ( 1 ) ( 1 ) Common Stock 16,682 ( 1 ) 0 I By Aberdare Partners III, L.P. ( 2 ) Warrant to Purchase Series A Preferred Stock $ 0.01 07/30/2013 C( 3 ) 8,552 ( 5 ) ( 5 ) Series A Preferred 8,552 ( 3 ) 0 I By Aberdare Partners III, L.P. ( 2 ) Warrant to Purchase Series A Preferred Stock $ 0.01 07/30/2013 C( 3 ) 5,701 ( 6 ) ( 6 ) Series A Preferred 5,701 ( 3 ) 0 I By Aberdare Partners III, L.P. ( 2 ) Warrant to Purchase Common Stock $ 0.0825 07/30/2013 C( 3 ) 1,727 07/30/2013 07/30/2013 Common Stock 1,727 ( 3 ) 1,727 I By Aberdare Partners III, L.P. ( 2 ) Warrant to Purchase Common Stock $ 0.0825 07/30/2013 X( 3 ) 1,727 07/30/2013 07/30/2013 Common Stock 1,727 ( 3 ) 0 I By Aberdare Partners III, L.P. ( 2 ) Warrant to Purchase Series B Preferred Stock $ 0.9 07/30/2013 C( 7 ) 997 05/30/2018 05/30/2018 Series B Preferred Stock 997 ( 7 ) 0 I By Aberdare Partners III, L.P. ( 2 ) Warrant to Purchase Common Stock $ 7.43 07/30/2013 C( 7 ) 120 ( 8 ) 05/30/2018 Common Stock 120 ( 7 ) 120 I By Aberdare Partners III, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Aberdare GP III, L.L.C. ONE EMBARCADERO CENTER SUITE 4000 SAN FRANCIS CO, CA94111 X Aberdare Ventures III LP ONE EMBARCADERO CENTER SUITE 4000 SAN FRANCISCO, CA94111 X Aberdare Partners III LP ONE EMBARCADERO CENTER SUITE 4000 SAN FRANCISCO, CA94111 X Signatures /s/ Paul H. Klingenstein, Manager of Aberdare GP III, L.L.C. 08/01/2013 Signature of Reporting Person Date /s/ Paul H. Klingenstein, Manager of Aberdare GP III, L.L.C., which serves as the sole General Partner to Aberdare Ventures III, L.P. 08/01/2013 Signature of Reporting Person Date /s/ Paul H. Klingenstein, Manager of Aberdare GP III, L.L.C., which serves as the sole General Partner to Aberdare Partners III, L.P. 08/01/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into shares of the Issuer's Common Stock at the closing of the Issuer's initial public offering ("IPO") at a conversion rate 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. The shares of Preferred Stock had no expiration date. ( 2 )Aberdare GP III, L.L.C. ("Aberdare GP III") serves as the sole General Partner of Aberdare Ventures III, L.P. ("Aberdare Ventures III") and Aberdare Partners III, L.P. ("Aberdare Partners III"). As such, Aberdare GP III possesses sole voting and investment control over the securities owned by Aberdare Ventures III and Aberdare Partners III, and may be deemed to have indirect beneficial ownership of the securities held by Aberdare Ventures III and Aberdare Partners III. Aberdare GP III, however, owns no securities of the Issuer directly and disclaims beneficial ownership of the shares held by Aberdare Ventures III and Aberdare Partners III except to the extent of its proportionate pecuniary interest therein. Klingenstein is a director of the Issuer and, accordingly, files separate Section 16 reports. ( 3 )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, for no additional consideration, and were then net exercised based on the IPO price of $11.00 per share. ( 4 )The Common Stock was acquired upon conversion of a convertible promissory note exempt from the definition of derivative security because the conversion price did not become fixed until automatic conversion at the time of the closing of the IPO. ( 5 )The warrant was immediately exercisable and was originally scheduled to expire on March 5, 2020, subject to its earlier termination upon the completion of the Issuer's initial public offering or certain mergers, acquisitions or similar transactions. ( 6 )The warrant was immediately exercisable and was originally scheduled to expire on October 15, 2020, subject to its earlier termination upon the completion of the Issuer's initial public offering or certain mergers, acquisitions or similar transactions. ( 7 )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 Series B Preferred Stock were converted into warrants to purchase Common Stock with an exercise price of $7.43 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, for no additional consideration. ( 8 )The warrant is immediately exercisable.

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