Chiasma (CHMA) Form 3/A CHIASMA / Ruth Wertheimer ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

7-MED Health Ventures LP

(Last) (First) (Middle)

16B SHENKAR STREET, P.O.B. 12327

(Street)

HERZLIYA PITUACH L3 46733

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/15/2015

3. Issuer Name and Ticker or Trading Symbol
CHIASMA, INC [ CHMA ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/15/2015

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 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	273,762	I	Directly owned by Ruth Wertheimer. See Explanation of Responses.(1)(2)

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: 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
Series B1' Convertible Preferred Stock	(3)	(3)	Common Stock	12,337	(3)	D
Series C' Convertible Preferred Stock	(3)	(3)	Common Stock	760,656	(3)	D
Series D' Convertible Preferred Stock	(3)	(3)	Common Stock	514,674	(3)	D
Series E Convertible Preferred Stock	(3)	(3)	Common Stock	328,515	(3)	D
Series E Convertible Preferred Stock	(3)	(3)	Common Stock	273,762	(3)	I	Directly owned by Ruth Wertheimer(1)(2)
Warrant to purchase Common Stock	(4)	10/22/2022	Common Stock	111,084	0.0913	D
Warrant to purchase Common Stock	(4)	03/28/2022	Common Stock	111,084	0.0913	D
Warrant to purchase Common Stock	(4)	12/15/2024	Common Stock	81,129	9.132	D
Warrant to purchase Common Stock	(4)	12/16/2024	Common Stock	68,440	9.132	I	Directly owned by Ruth Wertheimer(1)(2)

1. Name and Address of Reporting Person^*

7-MED Health Ventures LP

(Last) (First) (Middle)

16B SHENKAR STREET, P.O.B. 12327

(Street)

HERZLIYA PITUACH L3 46733

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wertheimer Ruth

(Last) (First) (Middle)

16B SHENKAR STREET, P.O.B. 12327

(Street)

HERZLIYA PITUACH L3 46733

(City) (State) (Zip)

Explanation of Responses:

1. Besides the 273,762 shares of Series E Convertible Preferred Stock and warrants to purchase 68,440 shares of Common Stock held directly by Ruth Wertheimer (as reported above), she also owns (i) an indirect, 80.5% limited partnership interest in 7 Med Health Ventures LP, as well as (ii) 100% of the outstanding equity interests of the general partner of 7 Med Health Ventures LP. She may therefore be deemed to have an indirect pecuniary interest in the shares of Common Stock and Warrants to purchase Common Stock of the Issuer held by 7 Med Health Ventures LP.

2. Each Reporting Person disclaims beneficial ownership of securities held by the other Reporting Person except to the extent of any indirect pecuniary interest therein.

3. The Series B1' Convertible Preferred Stock, Series C' Convertible Preferred Stock, Series D' Convertible Preferred Stock and Series E Convertible Preferred Stock is convertible into Common Stock on an 9.132-for-1 basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

4. This warrant is fully vested and exercisable.

Remarks:

This amended Form 3 is being filed solely to add Ruth Wertheimer as a Reporting Person. No changes have been made to the beneficial ownership reflected in the original Form 3.

	7 Med Health Ventures LP, by 7 Med Ltd., its general partner, by: /s/ Dror Brandwein	07/15/2015
	/s/ Ruth Wertheimer	07/15/2015
	** Signature of Reporting Person	Date
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