Relypsa (RLYP) Form 4 Relypsa / JAMES D DONDERO 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^*

DONDERO JAMES D

(Last) (First) (Middle)

300 CRESCENT COURT, SUITE 700

(Street)

DALLAS TX 75201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Relypsa Inc [ RLYP ]

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)
08/11/2016

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, par value $0.001 per share	08/11/2016		S		37,000	D	$31.96	128,000	I	See Footnote(1)

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
Option to purchase Common stock, par value $0.001 per share	$32	08/11/2016		P		5,000		08/11/2016	09/16/2016	Common stock, par value $0.001 per share	500,000	$0.15	65,799	I	See Footnote(2)

Explanation of Responses:

1. These shares are held by Highland Select Equity Fund GP, L.P. ("Select GP") indirectly through accounts for which it serves as general partner. Mr. Dondero is the President and the director of Strand Advisors, Inc. ("Strand"), the general partner of Highland Capital Management, L.P. ("HCMLP"), the sole member of Highland Select Equity GP, LLC ("Select LLC"), the general partner of Select GP, and may be deemed to be an indirect beneficial owner of shares held by Select GP. Mr. Dondero disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

2. These options are held by Select GP and NexPoint Advisors, L.P. ("NexPoint") indirectly through accounts for which they serve as general partner and investment manager, respectively. Mr. Dondero is the President and the director of Strand Advisors, Inc., the general partner of Highland Capital Management, L.P., the sole member of Highland Select Equity GP, LLC, the general partner of Select GP, and controls NexPoint Advisors GP, LLC, NexPoint's general partner, and may be deemed to be an indirect beneficial owner of options held by Select GP and NexPoint. Mr. Dondero disclaims beneficial ownership of such options except to the extent of his pecuniary interest therein. The 65,799 derivative securities held by Select GP and NexPoint indirectly are presently exercisable call options which expire September 16, 2016, and, if converted at the exercise price of $32, would result in holdings of 6,579,900 shares of the issuer.

Remarks:

	/s/ James D. Dondero	08/15/2016
	** 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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