Ocera Therapeutics Form 4 Ocera Therapeutics / MICHAEL POWELL 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^*

POWELL MICHAEL

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES

3000 SAND HILL ROAD, SUITE 4-250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ocera Therapeutics, Inc. [ OCRX ]

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)
09/12/2016

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
Common Stock	09/12/2016		X		18,374	A	$0.67	705,368	I	See footnote(1)
Common Stock	09/12/2016		X		3,640	A	$0.67	139,752	I	See footnote(2)
Common Stock	09/12/2016		X		250	A	$0.67	9,614	I	See footnote(3)
Common Stock	09/12/2016		S		5,372	D(4)	$2.292	699,996	I	See footnote(1)
Common Stock	09/12/2016		S		1,066	D(5)	$2.292	138,686	I	See footnote(2)
Common Stock	09/12/2016		S		74	D(6)	$2.292	9,540	I	See footnote(3)
Common Stock	10/31/2016		J		699,996	D(7)	$0	0	I	See footnote(1)
Common Stock	10/31/2016		J		138,686	D(8)	$0	0	I	See footnote(2)
Common Stock	10/31/2016		J		9,540	D(9)	$0	0	I	See footnote(3)
Common Stock	10/31/2016		J		14,328	A(10)	$0	14,328	I	See footnote(11)

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 warrant (right to buy)	$0.67	09/12/2016		X			9,187	03/30/2012	03/30/2019	Common Stock	9,187	$0	0	I	See footnote(1)
Stock warrant (right to buy)	$0.67	09/12/2016		X			9,187	10/01/2012	10/01/2019	Common Stock	9,187	$0	0	I	See footnote(1)
Stock warrant (right to buy)	$0.67	09/12/2016		X			1,820	03/30/2012	03/30/2019	Common Stock	1,820	$0	0	I	See footnote(2)
Stock warrant (right to buy)	$0.67	09/12/2016		X			1,820	10/01/2012	10/01/2019	Common Stock	1,820	$0	0	I	See footnote(2)
Stock warrant (right to buy)	$0.67	09/12/2016		X			125	03/30/2012	03/30/2012	Common Stock	125	$0	0	I	See footnote(3)
Stock warrant (right to buy)	$0.67	09/12/2016		X			125	10/01/2012	10/01/2019	Common Stock	125	$0	0	I	See footnote(3)

Explanation of Responses:

1. Shares are held by Sofinnova Venture Partners VI, L.P. ("SV VI"). Sofinnova Management VI, L.L.C. ("SV LLC") is the general partner of SV VI and Michael F. Powell ("Powell"), a director of the Issuer, James I. Healy ("Healy"), Alain L. Azan ("Azan") and Eric P. Buatois ("Buatois"), the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.

2. Shares are held by Sofinnova Venture Partners VI GmbH & Co. KG ("SV KG"). SV LLC is the managing limited partner of SV KG, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.

3. Shares are held by Sofinnova Venture Affiliates VI, L.P. ("SV A"). SV LLC is the general partner of SV A, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.

4. On September 12, 2016, the holder exercised warrants to purchase 18,374 shares of OCRX common stock for $0.67 a share. The holder paid the exercise price on a cashless basis, resulting in OCRX's withholding of 5,372 of the warrant shares to pay the exercise price and issuing to the holder the remaining 13,002 shares.

5. On September 12, 2016, the holder exercised warrants to purchase 3,640 shares of OCRX common stock for $0.67 a share. The holder paid the exercise price on a cashless basis, resulting in OCRX's withholding of 1,066 of the warrant shares to pay the exercise price and issuing to the holder the remaining 2,574 shares.

6. On September 12, 2016, the holder exercised warrants to purchase 250 shares of OCRX common stock for $0.67 a share. The holder paid the exercise price on a cashless basis, resulting in OCRX's withholding of 74 of the warrant shares to pay the exercise price and issuing to the holder the remaining 176 shares.

7. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by SV VI without consideration to its partners.

8. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by SV KG without consideration to its partners.

9. Represents a pro-rata in-kind distribution of Common Stock of the Issuer by SV A without consideration to its partners.

10. Shares acquired by SV LLC in connection with the distributions reported above.

11. Shares are held by SV LLC. SV LLC is the general partner of each of SV VI, SV KG, and SV A, and Healy, Powell, Azan and Buatois, the managing members of SV LLC, may be deemed to share voting and dispositive power over the shares held by such entities.

Remarks:

SV LLC and its managing members disclaim benefical ownership of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that SV LLC or any of its managing members is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

	/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell	12/30/2016
	** Signature of Reporting Person	Date
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