Troendle August J. Form 4 Coherus BioSciences / August J. Troendle 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Troendle August J.

(Last) (First) (Middle)

C/O COHERUS BIOSCIENCES, INC.

333 TWIN DOLPHIN DRIVE, SUITE 600

(Street)

REDWOOD CITY CA 94065

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Coherus BioSciences, Inc. [ CHRS ]

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)
02/29/2016

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, $0.0001 par value								29,994	D
Common Stock, $0.0001 par value								1,642,492	I	See Footnote(1)
Common Stock, $0.0001 par value								268,428	I	See Footnote(2)

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
8.2% Senior Convertible Notes due 2022(3)	(4)	02/29/2016		P		$4,000,000(4)		(5)	03/31/2022	Common Stock	178,955(4)	$22.35(4)	$4,000,000(4)	I	See Footnote(1)

Explanation of Responses:

1. The shares are held by MX II Associates LLC ("MX II Associates"). Reporting Person is the Managing Member of MX II Associates. Voting and dispositive decisions with respect to shares held by MX II Associates are made by Reporting Person, however, Reporting Person disclaims beneficial ownership of the shares held by MX II Associates, except to the extent of any pecuniary interest therein.

2. The shares are held by Medpace Investors, LLC ("Medpace Investors"). Reporting Person is the Manager of Medpace Investors. Voting and dispositive decisions with respect to shares held by Medpace Investors are made by Reporting Person, however, Reporting Person disclaims beneficial ownership of the shares held by Medpace Investors, except to the extent of any pecuniary interest therein.

3. The Company's 8.2% Senior Convertible Notes due 2022 (the "Notes") were issued pursuant to a Convertible Note Purchase Agreement (the "Agreement", dated February 29, 2016 between the Company, HealthCare Royalty Partners II, L.P., MX II Associates LLC, KMG Capital Partners, LLC and KKR Biosimilar L.P. The Notes accrue interest at a rate of 8.2% per annum payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, beginning March 31, 2016. The Notes mature on March 31, 2022 unless earlier converted, redeemed or repurchased, and bear a premium of 9% of their principal amount, which is payable when the Notes mature or are repurchased or redeemed by the Company.

4. The conversion rate for the Notes is initially 44.7387 shares of common stock per $1,000 principal amount of Notes, which is an initial conversion price of approximately $22.35 per share of the Company's common stock, and is subject to adjustment in certain circumstances pursuant to the Convertible Note Purchase Agreement (the "Agreement").

5. On or after March 31, 2020, the Company may call the Notes for redemption if the last reported sale price per share of common stock exceeds 160% of the conversion price on each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice. The redemption price will be 109% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (subject to the right of noteholders on a record date to receive the related interest payment date).

Remarks:

	/s/ Jean-Frederic Viret, as Attorney-in-Fact for August J. Troendle	03/11/2016
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.