Auspex Pharmaceuticals, Inc. - 3 filing on 2014-10-01

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II, LLC

(Last)

(First)

(Middle)

60 SOUTH SIXTH STREET, SUITE 3620

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2014

3. Issuer Name and Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc. [ ASPX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	501,714	0	I	See Footnote⁽²⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,883	0	I	See Footnote⁽³⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,654,773	0	I	See Footnote⁽²⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	6,209	0	I	See Footnote⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,610,765	0	I	See Footnote⁽²⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	9,797	0	I	See Footnote⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	245,032	0	I	See Footnote⁽²⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	919	0	I	See Footnote⁽³⁾
Warrants to Purchase Series C Convertible Preferred Stock	⁽⁴⁾	05/22/2014	Series C Convertible Preferred Stock	292,134	0.862	I	See Footnote⁽²⁾
Warrants to Purchase Series C Convertible Preferred Stock	⁽⁴⁾	05/22/2014	Series C Convertible Preferred Stock	1,096	0.862	I	See Footnote⁽³⁾
Warrants to Purchase Series C Convertible Preferred Stock	⁽⁴⁾	10/09/2014	Series C Convertible Preferred Stock	266,898	0.862	I	See Footnote⁽²⁾
Warrants to Purchase Series C Convertible Preferred Stock	⁽⁴⁾	10/09/2014	Series C Convertible Preferred Stock	1,001	0.862	I	See Footnote⁽³⁾
Warrants to Purchase Series C Convertible Preferred Stock	⁽⁴⁾	01/08/2015	Series C Convertible Preferred Stock	263,016	0.862	I	See Footnote⁽²⁾
Warrants to Purchase Series C Convertible Preferred Stock	⁽⁴⁾	01/08/2015	Series C Convertible Preferred Stock	987	0.862	I	See Footnote⁽³⁾
Warrants to Purchase Series D Convertible Preferred Stock	⁽⁴⁾	12/15/2016	Series D Convertible Preferred Stock	752,654	0.862	I	See Footnote⁽²⁾
Warrants to Purchase Series D Convertible Preferred Stock	⁽⁴⁾	12/15/2016	Series D Convertible Preferred Stock	2,824	0.862	I	See Footnote⁽³⁾
Warrants to Purchase Series D Convertible Preferred Stock	⁽⁴⁾	07/18/2017	Series D Convertible Preferred Stock	400,348	0.862	I	See Footnote⁽²⁾
Warrants to Purchase Series D Convertible Preferred Stock	⁽⁴⁾	07/18/2017	Series D Convertible Preferred Stock	1,502	0.862	I	See Footnote⁽³⁾

Explanation of Responses:

1. The convertible preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

2. The securities are held in the name of Thomas, McNerney & Partners II, L.P. ("TMP II"). The reporting person is the general partner of TMP II. The reporting person disclaims its pecuniary interest in the reported securities except to the extent of its economic interest.

3. The securities are held in the name of TMP Associates II, L.P. ("TMPA II"). The reporting person is the general partner of TMPA II. The reporting person disclaims its pecuniary interest in the reported securities except to the extent of its economic interest.

4. The warrant is immediately exercisable. Upon the closing of the Issuer's initial public offering, each warrant will automatically convert to a warrant to purchase common stock.

Remarks:

	Alex Zisson, Manager	10/01/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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