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Filing Details

Accession Number:: 0001181431-13-060007
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-20 19:13:35
Reporting Period:: 2013-11-20

Filing Date:: 2013-11-20
Accepted Time:: 2013-11-20 19:13:35
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1416792	Relypsa Inc	RLYP	Pharmaceutical Preparations (2834)	260893742

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1219014	M Scott Rocklage	C/O 5Am Ventures 2200 Sand Hill Road, Suite 110 Menlo Park CA 94025		Yes	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	2013-11-20	757,187	$0.00	778,447	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	568,542	$0.00	1,346,989	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	576,958	$0.00	1,923,947	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	207,347	$0.00	2,131,294	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	47,849	$0.00	2,179,143	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	37,056	$9.18	2,216,199	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2013-11-20	30,942	$11.00	2,185,257	No	4	F	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	74,281	$0.17	2,259,538	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2013-11-20	1,162	$11.00	2,258,376	No	4	F	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	17,141	$0.17	2,275,517	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2013-11-20	269	$11.00	2,275,248	No	4	F	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	29,876	$0.00	30,714	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	22,432	$0.00	53,146	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	22,765	$0.00	75,911	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	8,181	$0.00	84,092	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	1,888	$0.00	85,980	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	1,461	$9.18	87,441	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2013-11-20	1,220	$11.00	86,221	No	4	F	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	2,931	$0.17	89,152	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2013-11-20	46	$11.00	89,106	No	4	F	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	676	$0.17	89,782	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2013-11-20	11	$11.00	89,771	No	4	F	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	1,234,230	$0.00	1,234,230	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	284,822	$0.00	1,519,052	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	442,160	$0.17	1,961,212	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2013-11-20	6,914	$11.00	1,954,298	No	4	F	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	102,036	$0.17	2,056,334	No	4	M	Indirect	See Footnotes
Common Stock	Disposition	2013-11-20	1,596	$11.00	2,054,738	No	4	F	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	363,328	$11.00	2,418,066	No	4	P	Indirect	See Footnotes
Common Stock	Acquisiton	2013-11-20	31,809	$0.00	31,809	No	4	C	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	F	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	F	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	F	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	F	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	F	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	F	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	F	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes
No	4	F	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes
No	4	C	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A-1 Preferred Stock	Disposition	2013-11-20	757,187	$0.00	757,187	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2013-11-20	386,754	$0.00	568,542	$0.00
Common Stock	Series B-2 Preferred Stock	Disposition	2013-11-20	576,958	$0.00	576,958	$0.00
Common Stock	Series C-1 Preferred Stock	Disposition	2013-11-20	207,347	$0.00	207,347	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2013-11-20	47,849	$0.00	47,849	$0.00
Common Stock	Series A-1 Preferred Stock	Disposition	2013-11-20	29,876	$0.00	29,876	$0.00
Common Stock	Series B-1 Preferred Stock	Disposition	2013-11-20	15,260	$0.00	22,432	$0.00
Common Stock	Series B-2 Preferred Stock	Disposition	2013-11-20	22,765	$0.00	22,765	$0.00
Common Stock	Series C-1 Preferred Stock	Disposition	2013-11-20	8,181	$0.00	8,181	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2013-11-20	1,888	$0.00	1,888	$0.00
Common Stock	Series C-1 Preferred Stock	Disposition	2013-11-20	1,234,230	$0.00	1,234,230	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2013-11-20	284,822	$0.00	284,822	$0.00
Common Stock	Series C-1 Preferred Stock	Disposition	2013-11-20	31,809	$0.00	31,809	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2013-11-20	7,340	$0.00	7,340	$0.00
Series B-1 Preferred Stock	Warrant to Purchase Preferred Stock	Disposition	2013-11-20	25,208	$0.00	25,208	$13.50
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-11-20	37,056	$0.00	37,056	$9.18
Common Stock	Warrant to Purchase Common Stock	Disposition	2013-11-20	37,056	$0.00	37,056	$9.18
Series C-1 Preferred Stock	Warrant to Purchase Preferred Stock	Disposition	2013-11-20	74,281	$0.00	74,281	$0.17
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-11-20	74,281	$0.00	74,281	$0.17
Common Stock	Warrant to Purchase Common Stock	Disposition	2013-11-20	74,281	$0.00	74,281	$0.17
Series C-2 Preferred Stock	Warrant to Purchase Preferred Stock	Disposition	2013-11-20	17,141	$0.00	17,141	$0.17
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-11-20	17,141	$0.00	17,141	$0.17
Common Stock	Warrant to Purchase Common Stock	Disposition	2013-11-20	17,141	$0.00	17,141	$0.17
Series B-1 Preferred Stock	Warrant to Purchase Preferred Stock	Disposition	2013-11-20	994	$0.00	994	$13.50
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-11-20	1,461	$0.00	1,461	$9.18
Common Stock	Warrant to Purchase Common Stock	Disposition	2013-11-20	1,461	$0.00	1,461	$9.18
Series C-1 Preferred Stock	Warrant to Purchase Preferred Stock	Disposition	2013-11-20	2,931	$0.00	2,931	$0.17
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-11-20	2,931	$0.00	2,931	$0.17
Common Stock	Warrant to Purchase Common Stock	Disposition	2013-11-20	2,931	$0.00	2,931	$0.17
Series C-2 Preferred Stock	Warrant to Purchase Preferred Stock	Disposition	2013-11-20	676	$0.00	676	$0.17

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0	2013-11-20	No	4	J	Indirect
37,056	2013-11-20	No	4	J	Indirect
0	2013-11-20	No	4	M	Indirect
0	2013-11-20	No	4	J	Indirect
74,281	2013-11-20	No	4	J	Indirect
0	2013-11-20	No	4	M	Indirect
0	2013-11-20	No	4	J	Indirect
17,141	2013-11-20	No	4	J	Indirect
0	2013-11-20	No	4	M	Indirect
0	2013-11-20	No	4	J	Indirect
1,461	2013-11-20	No	4	J	Indirect
0	2013-11-20	No	4	M	Indirect
0	2013-11-20	No	4	J	Indirect
2,931	2013-11-20	No	4	J	Indirect
0	2013-11-20	No	4	M	Indirect
0	2013-11-20	No	4	J	Indirect

Footnotes

Reflects a 1-for-17.2 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.
Each share of Series A-1 Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
Shares directly beneficially owned by 5AM Ventures II, L.P.
5AM Partners II, LLC is the general partner of 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. Scott M. Rocklage, a member of the Issuer's board of directors, is a managing member of 5AM Partners II, LLC and may be deemed to have shared voting and investment power over the shares beneficially owned by 5AM Ventures II, L.P. and 5AM Co-Investors II, L.P. Dr. Rocklage disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
Each share of Series B-1 Preferred Stock was automatically converted on a 1.47003745318352-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
Each share of Series B-2 Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
Each share of Series C-1 Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
Each share of Series C-2 Preferred Stock was automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
Shares disposed of in connection with net share settlement of outstanding warrants, which resulted in the cancellation of underlying shares to the Issuer, and which did not involve any sale of shares.
Shares directly beneficially owned by 5AM Co-Investors II, L.P.
Shares directly beneficially owned by 5AM Ventures III, L.P.
Shares directly beneficially owned by 5AM Co-Investors III, L.P.
5AM Partners III, LLC is the general partner of 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Scott M. Rocklage, a member of the Issuer's board of directors, is a managing member of 5AM Partners III, LLC and may be deemed to have shared voting and investment power over the shares beneficially owned by 5AM Ventures III, L.P. and 5AM Co-Investors III, L.P. Dr. Rocklage disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
The shares are immediately convertible.
The shares do not have an expiration date.
Immediately prior to the closing of the Issuer's initial public offering, the warrant to purchase shares of Series B-1 Preferred Stock automatically converted on a 1.47003745318352-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.
This warrant is immediately exercisable.
Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-1 Preferred Stock automatically converted on a 1-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.
Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-2 Preferred Stock automatically converted on a 1-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.