Lance Berman Form 4 Relypsa / Lance Berman 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^*

Berman Lance

(Last) (First) (Middle)

C/O RELYPSA, INC.

100 CARDINAL WAY

(Street)

REDWOOD CITY CA 94063

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical Officer and SVP

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2015

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	12/07/2015		M		13,896	A	$3.96	35,186(1)	D
Common Stock	12/07/2015		M		11,349	A	$3.96	46,535(1)	D
Common Stock	12/07/2015		M		4,755	A	$7.4	51,290(1)	D
Common Stock	12/07/2015		S(2)		30,000	D	$29.78	21,290(1)	D
Common Stock	12/09/2015		M		750	A	$7.4	22,040(1)	D
Common Stock	12/09/2015		S(2)		750	D	$29.5	21,290(1)	D

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)	$3.96	12/07/2015		M			13,896	(3)	12/13/2021	Common Stock	13,896	$0.00	10,668	D
Stock Option (right to buy)	$3.96	12/07/2015		M			11,349	(4)	09/27/2022	Common Stock	11,349	$0.00	21,765	D
Stock Option (right to buy)	$7.4	12/07/2015		M			4,755	(5)	07/23/2023	Common Stock	4,755	$0.00	26,164	D
Stock Option (right to buy)	$7.4	12/09/2015		M			750	(5)	07/23/2023	Common Stock	750	$0.00	25,414	D

Explanation of Responses:

1. Includes 20,125 restricted stock units.

2. The sales reported in this Form 4 were effected pursuant to the Reporting Person's Rule 10b5-1 trading plan.

3. The shares subject to the option are early exercisable. 25% of the shares subject to the option vest on the first anniversary measured from December 9, 2011 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest in thirty-six (36) successive and equal monthly installments thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.

4. The shares subject to the option are early exercisable. 25% of the shares subject to the option vest on the first anniversary measured from September 19, 2012 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest in thirty-six (36) successive and equal monthly installments thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.

5. The shares subject to the option are early exercisable. 25% of the shares subject to the option vest on the first anniversary measured from July 24, 2013 (the "Vesting Commencement Date"), and 1/48th of the total number of shares vest in thirty-six (36) successive and equal monthly installments thereafter, such that 100% of the shares subject to the option will be fully vested on the fourth anniversary of the Vesting Commencement Date.

Remarks:

	/s/ Ronald A. Krasnow, as Attorney-in-Fact for Lance Berman	12/09/2015
	** 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).
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