Sec Form 4 Filing - Thomas, McNerney & Partners II, LLC @ Auspex Pharmaceuticals, Inc. - 2015-05-05

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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
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)
05/05/2015
(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 05/05/2015 U 4,835,731 ( 1 ) D 0 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 05/06/2015
Signature of Reporting Person Date
/s/ Alex Zisson Manager of Thomas, McNerney & Partners II, LLC, General Partner of Thomas, McNerney & Partners II, L.P. 05/06/2015
Signature of Reporting Person Date
/s/ Alex Zisson Member of Thomas, McNerney & Partners II, LLC, General Partner of TMP Associates II, L.P. 05/06/2015
Signature of Reporting Person Date
/s/ Alex Zisson, by power of attorney of TMP Nominee II, LLC 05/06/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 4,768,041 shares held in the name of Thomas, McNerney & Partners II, L.P. ("TMP II"), 49,805 shares held in the name of TMP Nominee II, LLC ("TMPN II") and 17,885 shares held in the name of TMP Associates II, L.P. ("TMPA II").
( 2 )Disposed of pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated March 29, 2015, among the Issuer, Teva Pharmaceuticals Industries Ltd. ("Parent"), and Aurum Merger Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub") in exchange for a cash consideration of $101.00 per share, without interest, subject to any required withholding of taxes. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation.
( 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.

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