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Filing Details

Accession Number:: 0001181431-13-040380
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-07-17 17:49:28
Reporting Period:: 2013-07-15

Filing Date:: 2013-07-17
Accepted Time:: 2013-07-17 17:49:28
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
1202793	Michael Powell	C/O Sofinnova Ventures 2800 Sand Hill Road, Suite 150 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	702,555	$0.00	702,555	No	4	J	Indirect	See footnote
Common Stock	Acquisiton	2013-07-15	322,809	$6.03	1,025,364	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2013-07-15	139,195	$0.00	139,195	No	4	J	Indirect	See footnote
Common Stock	Acquisiton	2013-07-15	63,957	$6.03	203,152	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2013-07-15	9,576	$0.00	9,576	No	4	J	Indirect	See footnote
Common Stock	Acquisiton	2013-07-15	4,400	$6.03	13,976	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	P	Indirect	See footnote
No	4	J	Indirect	See footnote
No	4	P	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock option (right to buy)	Acquisiton	2013-07-15	11,969	$0.00	11,969	$1.25
Common Stock	Stock option (right to buy)	Acquisiton	2013-07-15	2,992	$0.00	2,992	$1.84
Common Stock	Stock option (right to buy)	Acquisiton	2013-07-15	2,992	$0.00	2,992	$1.84
Common Stock	Stock warrant (right to buy)	Acquisiton	2013-07-15	9,187	$0.00	9,187	$0.67
Common Stock	Stock warrant (right to buy)	Acquisiton	2013-07-15	9,187	$0.00	9,187	$0.67
Common Stock	Stock warrant (right to buy)	Acquisiton	2013-07-15	1,820	$0.00	1,820	$0.67
Common Stock	Stock warrant (right to buy)	Acquisiton	2013-07-15	1,820	$0.00	1,820	$0.67
Common Stock	Stock warrant (right to buy)	Acquisiton	2013-07-15	125	$0.00	125	$0.67
Common Stock	Stock warrant (right to buy)	Acquisiton	2013-07-15	125	$0.00	125	$0.67

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
11,969		2016-07-24	No	4	A	Direct
2,992		2019-02-11	No	4	A	Direct
2,992		2020-02-11	No	4	A	Direct
9,187	2012-03-30	2019-03-30	No	4	A	Indirect
9,187	2012-10-01	2019-10-01	No	4	A	Indirect
1,820	2012-03-30	2019-03-30	No	4	A	Indirect
1,820	2012-10-01	2019-10-01	No	4	A	Indirect
125	2012-03-30	2019-03-30	No	4	A	Indirect
125	2012-10-01	2019-10-01	No	4	A	Indirect

Footnotes

The option is immediately exercisable in full but any shares acquired upon exercise thereof are subject to restrictions on transfer. The option vested (and such restrictions lapsed) as to 25% after one year from the vesting commencement date of June 15, 2006, and thereafter in monthly installments of 1/36th each.
Received in connection with the merger of Ocera Subsidiary, Inc. (f/k/a Ocera Therapeutics, 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"), in exchange for a stock option to acquire 100,000 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.15 per share (without giving effect, in either case, to the exchange ratio in the Merger).
The option is immediately exercisable in full but any shares acquired upon exercise thereof are subject to restrictions on transfer. The option vests (and such transfer restrictions lapse) in monthly installments of 1/48th each, which installments commenced 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 is immediately exercisable in full but any shares acquired upon exercise thereof are subject to restrictions on transfer. The option vests (and such transfer restrictions lapse) in monthly installments of 1/48th each, which installments commenced January 1, 2010.
Received in connection with the Merger in exchange for 5,869,587 shares of the common stock of Ocera Subsidiary, Inc. Immediately prior to the effective time of the Merger, Ocera Subsidiary, Inc. preferred stock shares and convertible notes were converted into shares of Ocera Subsidiary, Inc. common stock.
Shares are held by Sofinnova Venture Partners VI, L.P. ("SV VI"). Sofinnova Management VI, L.L.C. ("SV LLC") is the general partner of SV VI and Michael F. Powell ("Powell"), a director of the issuer, James I. Healy ("Healy"), Alain L. Azan ("Azan") and Eric P. Buatois ("Buatois"), the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.
Shares are held by Sofinnova Venture Partners VI GmbH & Co. KG ("SV KG"). SV LLC is the general partner of SV KG, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.
Shares are held by Sofinnova Venture Affiliates VI L.P. ("SV A"). SV LLC is the general partner of SV A, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.
Represents shares purchased in a private investment in Issuer's public equity (the "PIPE") transaction, the funding of which was conditioned on the closing of the Merger.
Received in connection with the Merger in exchange for 1,162,925 shares of the common stock of Ocera Subsidiary, Inc. Immediately prior to the effective time of the Merger, Ocera Subsidiary, Inc. preferred stock shares and convertible notes were converted into shares of Ocera Subsidiary, Inc. common stock.
Received in connection with the Merger in exchange for 80,010 shares of the common stock of Ocera Subsidiary, Inc. Immediately prior to the effective time of the Merger, Ocera Subsidiary, Inc. preferred stock shares and convertible notes were converted into shares of Ocera Subsidiary, Inc. common stock.
Warrants are held by SV VI. SV LLC is the general partner of SV VI aand Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the warrants held by such entities.
Received in connection with the Merger in exchange for a warrant to acquire 76,756 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
Received in connection with the Merger in exchange for a warrant to acquire 76,756 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
Received in connection with the Merger in exchange for a warrant to acquire 15,207 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
Warrants are held by SV KG. SV LLC is the general partner of SV KG, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the warrants held by such entities.
Received in connection with the Merger in exchange for a warrant to acquire 15,207 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
Received in connection with the Merger in exchange for a warrant to acquire 1,046 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).
Warrants are held by SV A. SV LLC is the general partner of SV A, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the warrants held by such entities.
Received in connection with the Merger in exchange for a warrant to acquire 1,046 shares of the common stock of Ocera Subsidiary, Inc. with an exercise price of $0.08 per share (without giving effect, in either case, to the exchange ratio in the Merger).