Sec Form 4/A Filing - Nashat Amir @ Receptos, Inc. - 2013-11-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Nashat Amir
2. Issuer Name and Ticker or Trading Symbol
Receptos, Inc. [ RCPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
10835 ROAD TO THE CURE, SUITE 205
3. Date of Earliest Transaction (MM/DD/YY)
11/14/2013
(Street)
SAN DIEGO, CA92121
4. If Amendment, Date Original Filed (MM/DD/YY)
11/19/2013
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 11/14/2013 S 145,582 D $ 25 ( 1 ) 974,079 ( 2 ) I See Footnote ( 3 ) ( 4 )
Common Stock 11/14/2013 S 8,507 D $ 25 ( 1 ) 58,772 ( 5 ) I See Footnote ( 6 ) ( 7 )
Common Stock 11/15/2013 S 14,385 ( 8 ) D $ 24.54 ( 9 ) 959,694 ( 10 ) I See Footnote ( 3 ) ( 4 )
Common Stock 11/15/2013 S 841 ( 11 ) D $ 24.54 ( 9 ) 57,931 ( 12 ) I See Footnote ( 6 ) ( 7 )
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
Nashat Amir
10835 ROAD TO THE CURE
SUITE 205
SAN DIEGO, CA92121
X
Signatures
/s/ Amir Nashat 11/22/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.00 to $25.39, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
( 2 )The amendment to the original Form 4 incorrectly listed the amount of securities beneficially owned following reported transactions as 1,041,358.
( 3 )The reportable securities are owned directly by Polaris Venture Partners VI, L.P. (?PVP VI?). Polaris Venture Management Co. VI, LLC ("PVM VI") is the general partner of PVP VI. PVM VI disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM VI is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Dr. Nashat is one of six members of PVM VI, each of whom disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
( 4 )(Continued from Footnote 3) The members of North Star Venture Management 2010 LLC are also members of PVM VI, and as members of the general partner, they may be deemed to share voting and investment power over such shares. The principles of North Star Venture Management 2010 LLC disclaim beneficial ownership of such shares, except to the extent of their proportionate pecuniary interest therein.
( 5 )The amendment to the original Form 4 incorrectly listed the amount of securities beneficially owned following reported transactions as 1,032,851.
( 6 )The reportable securities are owned directly by Polaris Venture Partners Founders? Fund VI, L.P. (?PVPF VI?). PVM VI is the general partner of PVPF VI. PVM VI disclaims beneficial ownership of these securities and this report shall not be deemed an admission that PVM VI is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Dr. Nashat is one of six members of PVM VI, each of whom disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.
( 7 )(Continued from Footnote 6) The members of North Star Venture Management 2010 LLC are also members of PVM VI, and as members of the general partner, they may be deemed to share voting and investment power over such shares. The principles of North Star Venture Management 2010 LLC disclaim beneficial ownership of such shares, except to the extent of their proportionate pecuniary interest therein.
( 8 )The amendment to the original Form 4 incorrectly listed the amount of securities disposed of as 14,245.
( 9 )The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.50 to $25.10, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (9) to this Form 4.
( 10 )The amendment to the original Form 4 incorrectly listed the amount of securities beneficially owned following reported transactions as 1,018,606.
( 11 )The amendment to the original Form 4 incorrectly listed the amount of securities disposed of as 981.
( 12 )The amendment to the original Form 4 incorrectly listed the amount of securities beneficially owned following reported transactions as 1,017,625.

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