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Filing Details

Accession Number:: 0001381980-13-000002
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-07-17 16:12:11
Reporting Period:: 2013-07-15

Filing Date:: 2013-07-17
Accepted Time:: 2013-07-17 16:12:11
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1274644	Ocera Therapeutics Inc.	OCRX	Pharmaceutical Preparations (2834)	631192270

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1381980	S Nina Kjellson	C/O Interwest Partners 2710 Sand Hill Road, Second Floor Menlo Park CA 94025		Yes	No	No	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	2013-07-15	394,391	$0.00	394,391	No	4	A	Indirect	By partnership
Common Stock	Acquisiton	2013-07-15	431,435	$6.03	825,826	No	4	P	Indirect	By partnership

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	A	Indirect	By partnership
No	4	P	Indirect	By partnership

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant	Acquisiton	2013-07-15	5,157	$0.00	5,157	$0.67
Common Stock	Warrant	Acquisiton	2013-07-15	5,157	$0.00	5,157	$0.67
Common Stock	NQ Stock Option (right to buy)	Acquisiton	2013-07-15	11,969	$0.00	11,969	$2.51
Common Stock	NQ Stock Option (right to buy)	Acquisiton	2013-07-15	2,992	$0.00	2,992	$1.84
Common Stock	NQ Stock Option (right to buy)	Acquisiton	2013-07-15	2,992	$0.00	2,992	$1.84

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,157	2012-03-30	2019-03-30	No	4	A	Indirect
5,157	2012-10-01	2019-10-01	No	4	A	Indirect
11,969		2018-08-14	No	4	A	Indirect
2,992		2019-02-11	No	4	A	Indirect
2,992		2020-02-11	No	4	A	Indirect

Footnotes

Received in exchange for 3,294,998 shares of Common Stock of Ocera Subsidiary, Inc. (f/k/a Ocera Therapeutics, Inc.) in connection with the merger of Ocera Subsidiary, Inc. with a wholly owned subsidiary of Ocera Therapeutics, Inc. (f/k/a Tranzyme, Inc.), in which transaction Ocera Subsidiary, Inc. was the surviving corporation (the "Merger"). For each 1 share of Ocera Subsidiary, Inc.'s Common Stock, the reporting person was entitled to receive 0.11969414 shares of the Common Stock of Ocera Therapeutics, Inc. in the Merger. On the effective date of the Merger, the closing price of Ocera Therapeutics Inc.'s Common Stock was $5.70 per share.
The shares are held by InterWest Partners IX, LP ("IW9"). InterWest Management Partners IX,LLC ("IMP9") the general partner of IW9, has sole voting and investment control over the shares held by IW9. The Reporting Person serves as a Venture Member of IMP9 and may be deemed to share voting and investment control with respect to the shares held by IW9. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of her respective pecuniary interest therein.
Received in exchange for 43,088 shares of Common Stock of Ocera Subsidiary, Inc. (f/k/a Ocera Therapeutics, Inc.) in connection with the Merger. For each 1 share of Ocera Subsidiary, Inc.'s Common Stock, the reporting person was entitled to receive 0.11969414 shares of the Common Stock of Ocera Therapeutics, Inc. in the Merger. On the effective date of the Merger, the closing price of Ocera Therapeutics Inc.'s Common Stock was $5.70 per share.
The option was immediately exercisable in full but any shares acquired upon exercise thereof were subject to restrictions on transfer. The option vested (and such transfer restrictions lapsed) as to 25% after one year from the vesting commencement date of August 14, 2008, and thereafter in monthly installments of 1/36th each.
Received in connection with the Merger in exchange for a stock option to acquire 100,000 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.30 per share (without giving effect, in either case, to the exchange ratio in the Merger).
Includes shares issuable upon exercise of Ocera Subsidiary, Inc options granted to Linda S. Grais, M.D. ("Dr. Grais") while a Venture Member of IMP9 and prior to the Merger, which options are held for the economic benefit of IW9. IMP9 has sole voting and investment control over the shares held by IW9. The Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of her respective pecuniary interest therein.
The option was immediately exercisable in full but any shares acquired upon exercise thereof were subject to restrictions on transfer. The option vested (and such transfer restrictions lapsed) in monthly installments of 1/48th each, commencing January 1, 2009.
Received in connection with the Merger in exchange for a stock option to acquire 25,000 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.22 per share (without giving effect, in either case, to the exchange ratio in the Merger).
The option was granted on February 11, 2010 with a vesting commencement date of January 1, 2010. The option is immediately exercisable in full but any shares acquired upon exercise thereof are subject to restrictions on transfer. The option vests (and transfer restrictions lapse) in monthly installments of 1/48th each, which installments commenced February 1, 2010.