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 *
  Watt Christopher
2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2018
3. Issuer Name and Ticker or Trading Symbol
TETRAPHASE PHARMACEUTICALS INC [TTPH]
(Last)
(First)
(Middle)
C/O TETRAPHASE PHARMACEUTICALS, INC., 480 ARSENAL STREET, SUITE 110
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Finance
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

WATERTOWN, MA 02472
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 19,114
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy)   (1) 07/14/2025 Common Stock 50,000 $ 50.49 D  
Employee Stock Option (Right to Buy)   (2) 01/05/2026 Common Stock 25,000 $ 8.47 D  
Employee Stock Option (Right to Buy)   (3) 01/29/2027 Common Stock 60,000 $ 3.69 D  
Employee Stock Option (Right to Buy)   (4) 01/16/2028 Common Stock 50,000 $ 6.24 D  
Restricted Stock Units   (5)   (5) Common Stock 12,500 $ (6) D  
Restricted Stock Units   (7)   (7) Common Stock 15,000 $ (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Watt Christopher
C/O TETRAPHASE PHARMACEUTICALS, INC.
480 ARSENAL STREET, SUITE 110
WATERTOWN, MA 02472
      SVP, Finance  

Signatures

/s/Maria Stahl as Attorney-in-Fact for Christopher Watt 03/20/2018
**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) This option vests over four years. Twenty-five percent (25%)of the shares vested on July 15, 2016 and 6.25% of the shares will vest at the end of each successive three month period thereafter.
(2) Vests as to 6.25% of the shares on 4/6/2016 and further vests as to an additional 6.25% of the original grant at the end of each successive three-month period thereafter until 1/6/2020.
(3) Vests as to 6.25% of the shares on 4/30/2017 and further vests as to an additional 6.25% of the original grant at the end of each successive three-month period thereafter until 1/31/2021.
(4) Vests as to 6.25% of the shares on 4/17/2018 and further vests as to an additional 6.25% of the original grant at the end of each successive three-month period thereafter until 1/17/2022.
(5) The restricted stock units vest in three equal installments on each of January 6, 2017, January 6, 2018 and January 6, 2019.
(6) Each restricted stock unit represents a contingent right to receive one share of common stock of Tetraphase Pharmaceuticals, Inc. for no consideration.
(7) These restricted stock units shall be earned upon achievement of certain performance conditions and, if earned, shall vest on January 31, 2020.

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