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Filing Details

Accession Number:: 0001181431-13-022598
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-04-17 21:40:15
Reporting Period:: 2013-04-16

Filing Date:: 2013-04-17
Accepted Time:: 2013-04-17 21:40:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1477598	Omthera Pharmaceuticals Inc.	OMTH	Pharmaceutical Preparations (2834)	263797738

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1237289	D Scott Sandell	1954 Greenspring Drive Suite 600 Timonium MD 21093		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2013-04-16	156,250	$0.01	156,250	No	4	C	Indirect	See Note 2
Common Stock	Disposition	2013-04-16	196	$8.00	156,054	No	4	S	Indirect	See Note 2
Common Stock	Acquisiton	2013-04-16	633,219	$8.00	789,273	No	4	C	Indirect	See Note 2
Common Stock	Acquisiton	2013-04-16	4,418,940	$0.00	5,208,213	No	4	C	Indirect	See Note 2
Common Stock	Acquisiton	2013-04-16	625,000	$8.00	5,833,213	No	4	P	Indirect	See Note 2

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Note 2
No	4	S	Indirect	See Note 2
No	4	C	Indirect	See Note 2
No	4	C	Indirect	See Note 2
No	4	P	Indirect	See Note 2

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Disposition	2013-04-16	156,250	$0.00	156,250	$0.01
Common Stock	Secured Convertible Promissory Note	Disposition	2013-04-16	633,219	$0.00	633,219	$8.00
Common Stock	Series B Preferred Stock	Disposition	2013-04-16	6,165,747	$0.00	4,418,940	$0.00

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2013-04-16	2023-02-15	No	4	C	Indirect
2013-04-16	2014-02-15	No	4	C	Indirect
		No	4	C	Indirect

Footnotes

Effective upon the closing of the Issuer's initial public offering ("IPO") of its Common Stock, the Reporting Person's warrant automatically converted into 156,250 shares of Common Stock of the Issuer. The Reporting Person paid the exercise price of $0.01 per share of the warrant on a cashless basis, resulting in the Issuer's withholding of 196 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 156,054 shares.
The Reporting Person is a director of NEA 13 GP, LTD, which is the sole general partner of NEA Partners 13, L.P. ("NEA Partners 13"). NEA Partners 13 is the sole general partner of New Enterprise Associates 13, L.P. ("NEA 13"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of the securities held by NEA 13, except to the extent of his pecuniary interest therein.
The Secured Convertible Promissory Note was issued to the Reporting Person in exchange for $5,000,000. Effective upon the closing of the Issuer's IPO, the outstanding principal and accrued and unpaid interest on the Secured Convertible Promissory Note automatically converted into shares of Common Stock at the Issuer's IPO price per share.
This is the maturity date of the Secured Convertible Promissory Note.
Effective upon the closing of the Issuer's IPO, each share of Series B Preferred Stock automatically converted, without the payment of additional consideration, at a ratio of 1.3953-1 into the number of shares of Common Stock shown in Column 7. The Series B Preferred Stock had no expiration date.