Sec Form 4 Filing - COOPER GRAHAM K @ Receptos, Inc. - 2014-09-16

Insider filing report for Changes in Beneficial Ownership
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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
COOPER GRAHAM K
2. Issuer Name and Ticker or Trading Symbol
Receptos, Inc. [ RCPT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
10835 ROAD TO THE CURE, SUITE 205
3. Date of Earliest Transaction (MM/DD/YY)
09/16/2014
(Street)
SAN DIEGO, CA92121
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 09/16/2014 M 50,000 A $ 5.1 50,000 D
Common Stock 09/16/2014 S( 1 ) 50,000 D $ 61.3 ( 2 ) 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
Employee Stock Option (right to buy) $ 5.1 09/16/2014 M 50,000 ( 3 )( 4 ) 02/15/2023 Common Stock 50,000 $ 0 96,666 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COOPER GRAHAM K
10835 ROAD TO THE CURE, SUITE 205
SAN DIEGO, CA92121
Chief Financial Officer
Signatures
/s/ Graham Cooper 09/17/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.38 to $62.31 per share, inclusive. The reporting person undertakes to provide to Receptos, Inc., any security holder of Receptos, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 3 )The option, representing a right to purchase a total of 146,666 shares, became exercisable as follows: (i) 106,666 shares vested 25% on the one-year anniversary of February 15, 2013 and 1/48th of the shares vest each month thereafter for the remaining three years; and (ii) commencement of vesting on the remaining 40,000 shares was subject to the fulfillment of a milestone event consisting of the dosing of the first patient in Receptos' first clinical trial for a product candidate where the FDA (or foreign equivalent) would recognize such a clinical trial, assuming successful completion, as a pivotal study for a product candidate for submission of a new Drug Application or a Biologics License Application, and any Phase 3 clinical study will be presumed to satisfy this requirement. (Continued in footnote 4)
( 4 )The shares vested 25% immediately upon the achievement of the milestone and 1/48th of the shares vest each month thereafter for three years, not to exceed February 15, 2018, at which time any of such shares remaining unvested will vest. The option is subject to vesting acceleration in the event of certain corporate or change of control transactions.

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).

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