Gill David N Form 4 CEMPRA / DAVID N GILL ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GILL DAVID N

(Last) (First) (Middle)

6320 QUADRANGLE DRIVE

SUITE 360

(Street)

CHAPEL HILL NC 27517

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CEMPRA, INC. [ CEMP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$23.51							(1)	12/31/2024	Common Stock	15,000		15,000	D
Stock Option (Right to Buy)	$7.55							(2)	04/01/2022	Common Stock	25,000		25,000	D
Stock Option (Right to Buy)	$6.79							(3)	02/03/2023	Common Stock	15,000		15,000	D
Stock Option (Right to Buy)	$13.1							(4)	01/07/2024	Common Stock	15,000		15,000	D
Stock Option (Right to Buy)	$31.13	01/01/2016		A		15,000		(5)	12/31/2025	Common Stock	15,000	$0.00	15,000	D

Explanation of Responses:

1. The option vests on the following schedule: 1/12th of the shares vest monthly at the end of each month over 12 months, beginning after 01/01/2015.

2. The option vests according to the following schedule: 1/12th of the shares vest at the end of each month, beginning 04/30/12.

3. The option vests according to the following schedule: 1/12th of the shares vest at the end of each month, beginning 01/31/13.

4. The option vests according to the following schedule: 1/12th of the shares vest monthly at the end of each month over 12 months, beginning after 01/01/2014.

5. The option vests on the following schedule: 1/12th of the shares vest monthly at the end of each month over 12 months, beginning after 01/01/2016.

Remarks:

	/s/ Alexander M. Donaldson, by Power of Attorney	01/05/2016
	** 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 4 (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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