Edgar Filing: Freund John Gordon

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Freund John Gordon

2. Date of Event Requiring Statement (Month/Day/Year)
03/19/2013

3. Issuer Name and Ticker or Trading Symbol
TETRAPHASE PHARMACEUTICALS INC [TTPH]

(Last)

(First)

(Middle)

525 UNIVERSITY AVE., STE 610

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 Original Filed(Month/Day/Year)

(Street)

PALO ALTO,Â CAÂ 94301

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
Common Stock	10,345 ⁽¹⁾ ⁽⁴⁾	I	By Skyline Venture Partners Qualified Purchaser IV L.P. ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Participating Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	72,069 ⁽²⁾ ⁽⁴⁾	$ ⁽²⁾	I	By Skyline Venture Partners Qualified Purchaser IV L.P. ⁽⁴⁾
Series A-2 Convertible Participating Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	94,003 ⁽²⁾ ⁽⁴⁾	$ ⁽²⁾	I	By Skyline Venture Partners Qualified Purchaser IV L.P. ⁽⁴⁾
Series B Convertible Participating Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	393,864 ⁽²⁾ ⁽⁴⁾	$ ⁽²⁾	I	By Skyline Venture Partners Qualified Purchaser IV L.P. ⁽⁴⁾
Series C Convertible Participating Preferred Stock	Â ⁽²⁾	Â ⁽³⁾	Common Stock	938,853 ⁽²⁾ ⁽⁴⁾	$ ⁽²⁾	I	By Skyline Venture Partners Qualified Purchaser IV L.P ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Freund John Gordon 525 UNIVERSITY AVE., STE 610 PALO ALTO,Â CAÂ 94301	Â X	Â X	Â	Â

Signatures

/s/ John Freund		03/19/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects a one-for-twenty-nine reverse stock split effected March 5, 2013.
(2)	Convertible into Common stock on a 1-for-29 basis without payment of further consideration. Each share will automatically convert into 1/29th of a share of Common Stock upon the closing of the Issuer's initial public offering.
(3)	Not Applicable
(4)	Held by Skyline Venture Partners Qualified Purchaser IV L.P. Skyline Venture Management IV, LLC is the General Partner of Skyline Venture Partners Qualified Purchaser IV L.P. John Freund is a Managing Director of Skyline Venture Management IV, LLC. Mr. Freund may be deemed to share voting and dispositive power with respect to all shares held by Skyline Venture Partners Qualified Purchaser IV L.P. Mr. Freund disclaims beneficial ownership of the shares except to the extent of any pecuniary interest therein.

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