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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X

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)
09/01/2016

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	09/01/2016		A		4,167(1)	A	$0.00	25,277	D
Common Stock	09/01/2016		U(2)		4,922	D	$32	20,355	D
Common Stock	09/01/2016		D(3)		20,355	D	$32	0	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)	$18.87	09/01/2016		A		16,667(4)		09/01/2016	11/05/2025	Common Stock	16,667	$0.00	25,000	D
Stock Option (Right to Buy)	$18.87	09/01/2016		D			25,000	(3)	11/05/2025	Common Stock	25,000	(3)	0	D
Stock Option (Right to Buy)	$3.96	09/01/2016		D			10,668	(3)	12/13/2021	Common Stock	10,668	(3)	0	D
Stock Option (Right to Buy)	$3.96	09/01/2016		D			21,765	(3)	09/27/2022	Common Stock	21,765	(3)	0	D
Stock Option (Right to Buy)	$7.4	09/01/2016		D			25,414	(3)	07/23/2023	Common Stock	25,414	(3)	0	D
Stock Option (Right to Buy)	$27.21	09/01/2016		D			35,000	(3)	08/13/2024	Common Stock	35,000	(3)	0	D
Stock Option (Right to Buy)	$28.38	09/01/2016		D			38,500	(3)	08/09/2025	Common Stock	38,500	(3)	0	D

Explanation of Responses:

1. On November 6, 2015, the Reporting Person was granted 6,250 Restricted Stock Units to vest upon achievement of certain performance-based milestones (the "Performance RSUs"). On June 3, 2016, 1/3rd of the Performance RSUs vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining Performance RSUs accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Agreement and Plan of Merger, dated as of July 20, 2016 (the "Merger Agreement"), by and among the Issuer, Galencia AG, a public limited company existing under the laws of Switzerland ("Parent"), and Vifor Pharma USA Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent.

2. Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $32.00 per share, without interest, subject to any applicable withholding taxes.

3. Pursuant to the terms of the Merger Agreement, on September 1, 2016, each award of restricted stock units and stock options was cancelled in exchange for the right to receive $32.00 per share in cash less any applicable withholding taxes and in the case of stock options, less the applicable exercise price.

4. On November 6, 2015, the Reporting Person was granted an option to purchase 25,000 shares of Common Stock to vest in three equal tranches upon achievement of certain performance-based milestones (the "Performance Option"). On June 3, 2016, 1/3rd of the Performance Option vested upon achievement of the first performance milestone. On September 1, 2016, the vesting of the remaining unvested shares subject to the Performance Option accelerated in full with any performance condition being deemed achieved at 100% pursuant to the terms of the Merger Agreement.

	/s/ Ronald A. Krasnow, as Attorney-in-Fact for Lance Berman	09/02/2016
	** Signature of Reporting Person	Date
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