Philip T Gianos Form 4 OBALON THERAPEUTICS / W Stephen Holmes 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^*

INTERWEST PARTNERS X LP

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OBALON THERAPEUTICS INC [ OBLN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/12/2016

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

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

	Form filed by One Reporting Person
X	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
Common Stock	10/12/2016		C		1,615,041	A	(1)	1,615,041	D(2)
Common Stock	10/12/2016		C		464,494	A	(3)	2,079,535	D(2)
Common Stock	10/12/2016		C		373,803	A	(4)	2,453,338	D(2)

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
Series C Preferred Stock	(1)	10/12/2016		C			1,615,041	(1)	(1)	Common Stock	1,615,041	(1)	0	D(2)
Series D Preferred Stock	(3)	10/12/2016		C			464,494	(3)	(3)	Common Stock	464,494	(3)	0	D(2)
Series E Preferred Stock	(4)	10/12/2016		C			373,803	(4)	(4)	Common Stock	373,803	(4)	0	D(2)

1. Name and Address of Reporting Person^*

INTERWEST PARTNERS X LP

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

InterWest Management Partners X, LLC

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GIANOS PHILIP T

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Holmes W Stephen

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kliman Gilbert H

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ORONSKY ARNOLD L

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Desai Keval

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NASR KHALED

(Last) (First) (Middle)

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-213551) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.

2. These securities are held of record by InterWest Partners X, L.P. ("IW10"). InterWest Management Partners X, LLC ("IMP10") is the general partner of IW10. Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are the managing directors of IMP10, and Keval Desai and Khalad A. Nasr are venture members of IMP10. Each of the reporting persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. The reporting persons have designated a representative, currently Doug Fisher, a consultant of InterWest Venture Management Co., to serve on the issuer's board of directors. This report shall not be deemed an admission that any of the reporting persons is a beneficial owner of such securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.

3. Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

4. Each share of the issuer's Series E Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.

Remarks:

	/s/ Karen A. Wilson, Attorney-in-Fact for InterWest Partners X, LP	10/12/2016
	/s/ Karen A. Wilson, Attorney-in-Fact for InterWest Management Partners X, LLC	10/12/2016
	/s/ Karen A. Wilson, Attorney-in-Fact for Philip T. Gianos	10/12/2016
	/s/ Karen A. Wilson, Attorney-in-Fact for W. Stephen Holmes	10/12/2016
	/s/ Karen A. Wilson, Attorney-in-Fact for Gilbert Kliman	10/12/2016
	/s/ Karen A. Wilson, Attorney-in-Fact for Arnold L. Oronsky	10/12/2016
	/s/ Karen A. Wilson, Attorney-in-Fact for Keval Desai	10/12/2016
	/s/ Karen A. Wilson, Attorney-in-Fact for Khaled A. Nasr	10/12/2016
	** Signature of Reporting Person	Date
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