Sec Form 4 Filing - Stahl Wilhelm @ Relypsa Inc - 2016-09-01

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 Stahl Wilhelm 2. Issuer Name and Ticker or Trading Symbol Relypsa Inc [ RLYP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Chief Technology Officer (Last) (First) (Middle) C/O RELYPSA, INC., 100 CARDINAL WAY 3. Date of Earliest Transaction (MM/DD/YY) 09/01/2016 (Street) REDWOOD CITY, CA94063 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 09/01/2016 A 2,917 ( 1 ) A $ 0 17,646 D Common Stock 09/01/2016 U( 2 ) 3,479 D $ 32 14,167 D Common Stock 09/01/2016 D( 3 ) 14,167 D $ 32 0 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 Stock Option (Right to Buy) $ 18.87 09/01/2016 A 11,667 ( 4 ) 09/01/2016 11/05/2025 Common Stock 11,667 $ 0 17,500 D Stock Option (Right to Buy) $ 18.87 09/01/2016 D 17,500 ( 3 ) 11/05/2025 Common Stock 17,500 ( 3 ) 0 D Stock Option (Right to Buy) $ 3.96 09/01/2016 D 27,759 ( 3 ) 09/13/2021 Common Stock 27,759 ( 3 ) 0 D Stock Option (Right to Buy) $ 3.96 09/01/2016 D 46,597 ( 3 ) 09/27/2022 Common Stock 46,597 ( 3 ) 0 D Stock Option (Right to Buy) $ 7.4 09/01/2016 D 37,789 ( 3 ) 07/23/2023 Common Stock 37,789 ( 3 ) 0 D Stock Option (Right to Buy) $ 27.21 09/01/2016 D 24,500 ( 3 ) 08/13/2024 Common Stock 24,500 ( 3 ) 0 D Stock Option (Right to Buy) $ 28.38 09/01/2016 D 24,500 ( 3 ) 08/09/2025 Common Stock 24,500 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stahl Wilhelm C/O RELYPSA, INC. 100 CARDINAL WAY REDWOOD CITY, CA94063 SVP, Chief Technology Officer Signatures /s/ Ronald A. Krasnow, as Attorney-in-Fact for Wilhelm Stahl 09/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 6, 2015, the Reporting Person was granted 4,375 Restricted Stock Units to vest upon achievement of certain performance-based milestones (the "Performance RSUs"). On June 3, 2016, 1/3rd of the Performance RSUs vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining Performance RSUs accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Agreement and Plan of Merger, dated as of July 20, 2016 (the "Merger Agreement"), by and among the Issuer, Galencia AG, a public limited company existing under the laws of Switzerland ("Parent"), and Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent. ( 2 )Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $32.00 per share, without interest, subject to any applicable withholding taxes. ( 3 )Pursuant to the terms of the Merger Agreement, on September 1, 2016, each award of restricted stock units and stock options was cancelled in exchange for the right to receive $32.00 per share in cash less any applicable withholding taxes and in the case of stock options, less the applicable exercise price. ( 4 )On November 6, 2015, the Reporting Person was granted an option to purchase 17,500 shares of Common Stock to vest in three equal tranches upon achievement of certain performance-based milestones (the "Performance Option"). On June 3, 2016, 1/3rd of the Performance Option vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining unvested shares subject to the Performance Option accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Merger Agreement.

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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