Schuetz Thomas J. Form 4 Relypsa / Thomas J. Schuetz 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^*

Schuetz Thomas J.

(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)

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

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		U(1)		33,962	D	$32	2,250	D
Common Stock	09/01/2016		D(2)		2,250	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)	$4.65	09/01/2016		D			6,976	(2)	09/28/2020	Common Stock	6,976	(2)	0	D
Stock Option (Right to Buy)	$4.65	09/01/2016		D			581	(2)	11/29/2020	Common Stock	581	(2)	0	D
Stock Option (Right to Buy)	$4.65	09/01/2016		D			1,744	(2)	03/30/2021	Common Stock	1,744	(2)	0	D
Stock Option (Right to Buy)	$4.65	09/01/2016		D			872	(2)	06/08/2021	Common Stock	872	(2)	0	D
Stock Option (Right to Buy)	$3.96	09/01/2016		D			15,697	(2)	09/13/2021	Common Stock	15,697	(2)	0	D
Stock Option (Right to Buy)	$3.96	09/01/2016		D			9,011	(2)	09/27/2022	Common Stock	9,011	(2)	0	D
Stock Option (Right to Buy)	$7.4	09/01/2016		D			10,140	(2)	07/23/2023	Common Stock	10,140	(2)	0	D
Stock Option (Right to Buy)	$23.96	09/01/2016		D			3,828	(2)	06/18/2024	Common Stock	3,828	(2)	0	D
Stock Option (Right to Buy)	$35.79	09/01/2016		D			4,500	(3)	06/03/2025	Common Stock	4,500	(3)	0	D
Stock Option (Right to Buy)	$17	09/01/2016		D			4,500	(2)	06/20/2026	Common Stock	4,500	(2)	0	D

Explanation of Responses:

1. 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, on September 1, 2016, shares disposed of in exchange for cash consideration of $32.00 per share, without interest, subject to any applicable withholding taxes.

2. 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.

3. Pursuant to the terms of the Merger Agreement, on September 1, 2016, the stock option was cancelled and no cash payment was made as the exercise price exceeded $32.00 per share.

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