Sec Form 3 Filing - Longitude Capital Partners II, LLC @ Tricida, Inc. - 2018-06-27

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FORM 3
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
Longitude Capital Partners II, LLC
2. Issuer Name and Ticker or Trading Symbol
Tricida, Inc. [ TCDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2740 SAND HILL ROAD, SECOND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/27/2018
(Street)
MENLO PARK, CA94025
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
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
Series C Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,431,511 I ( 2 ) ( 3 ) By Longitude Venture Partners II, L.P. ( 2 ) ( 3 )
Series D Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 456,644 I ( 2 ) ( 3 ) By Longitude Venture Partners II, L.P. ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Longitude Capital Partners II, LLC
2740 SAND HILL ROAD, SECOND FLOOR
MENLO PARK, CA94025
X
Longitude Venture Partners II, L.P.
2740 SAND HILL ROAD, SECOND FLOOR
MENLO PARK, CA94025
X
Tammenoms Bakker Juliet
2740 SAND HILL ROAD, SECOND FLOOR
MENLO PARK, CA94025
X
ENRIGHT PATRICK G
2740 SAND HILL ROAD, SECOND FLOOR
MENLO PARK, CA94025
X
Signatures
Longitude Capital Partners II, LLC, By: /s/ Patrick Enright, managing member 06/27/2018
Signature of Reporting Person Date
Longitude Venture Partners II, L.P., By: /s/ Patrick Enright, managing member of the general partner 06/27/2018
Signature of Reporting Person Date
/s/ Patrick Enright 06/27/2018
Signature of Reporting Person Date
/s/ Juliet Tammenoms Bakker 06/27/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each of the Series C Convertible Preferred Stock and Series D Convertible Preferred Stock is convertible at any time at the option of the holder (and is automatically convertible upon closing of the Issuer's initial public offering of its Common Stock) into Common Stock at a rate of 1/3.98, for no additional consideration, and has no expiration date.
( 2 )These shares are held directly by Longitude Venture Partners II, L.P. ("Longitude II"). This statement is filed jointly by Longitude Capital Partners II, LLC ("LCP2"), Longitude II, Patrick G. Enright ("Mr. Enright") and Juliet Tammenoms Bakker ("Ms. Bakker"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. LCP2 is the general partner of Longitude II and may be deemed to share voting and investment power over the shares of the Issuer held by Longitude II. Mr. Enright and Ms. Bakker are the managing members of LCP2 and may be deemed to share voting and investment power over the shares of the Issuer held by Longitude II.
( 3 )Each of LCP2, Mr. Enright and Ms. Bakker disclaims beneficial ownership of such shares except to the extent of its, his or her pecuniary interest therein, and the filing of this statement shall not be deemed an admission that any such Reporting Person is a beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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