Sec Form 4 Filing - Thomas, McNerney & Partners II, LLC @ Auspex Pharmaceuticals, Inc. - 2015-01-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Thomas, McNerney & Partners II, LLC
2. Issuer Name and Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc. [ ASPX]
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)
45 SOUTH SEVENTH STREET, SUITE 3060
3. Date of Earliest Transaction (MM/DD/YY)
01/28/2015
(Street)
MINNEAPOLIS, MN55402
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 01/28/2015 S 730,000 ( 1 ) D $ 53.11 4,835,731 ( 2 ) I see footnote ( 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thomas, McNerney & Partners II, LLC
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN55402
X X
Thomas, McNerney & Partners II L.P.
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN55402
X
TMP Associates II LP
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN55402
X
TMP Nominee II, LLC
45 SOUTH SEVENTH STREET
SUITE 3060
MINNEAPOLIS, MN55402
X
Signatures
/s/ Alex Zisson Member of Thomas, McNerney & Partners II, LLC 01/28/2015
Signature of Reporting Person Date
/s/ Alex Zisson Manager of Thomas, McNerney & Partners II, LLC, General Partner of Thomas, McNerney & Partners II, L.P. 01/28/2015
Signature of Reporting Person Date
/s/ Alex Zisson Member of Thomas, McNerney & Partners II, LLC, General Partner of TMP Associates II, L.P. 01/28/2015
Signature of Reporting Person Date
/s/ Alex Zisson Member of TMP Nominee II, LLC 01/28/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities were sold to the underwriter by the Reporting Persons in connection with a secondary offering of the Issuer's securities as follows: 719,780 shares by Thomas, McNerney & Partners II, L.P. ("TMP II"), 7,519 shares by TMP Nominee II, LLC ("TMPN II") and 2,701 shares by TMP Associates II, L.P. ("TMPA II").
( 2 )Includes 4,768,041 shares held in the name of TMP II; 49,805 shares held in the name of TMPN II; and 17,885 shares held in the name of TMPA II.
( 3 )The securities are held in the name of TMP II, TMPN II and TMPA II. Thomas, McNerney & Partners II, LLC ("TMP II LLC") is the general partner of TMP II and TMPA II. TMP II LLC disclaims its beneficial interest in the reported securities except to the extent of its pecuniary interest.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.