Edgar Filing: Achaogen Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Versant Ventures II LLC

2. Issuer Name and Ticker or Trading Symbol
Achaogen Inc [AKAO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, BUILDING 4, SUITE 210

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2014

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/17/2014		C		6,290	A	⁽¹⁾	6,341	I	See Footnotes ⁽²⁾ ⁽⁵⁾
Common Stock	03/17/2014		C		5,399	A	⁽⁶⁾	11,740	I	See Footnotes ⁽²⁾ ⁽⁵⁾
Common Stock	03/17/2014		C		6,320	A	⁽⁷⁾	18,060	I	See Footnotes ⁽²⁾ ⁽⁵⁾
Common Stock	03/17/2014		C		5,058	A	⁽⁷⁾	23,118	I	See Footnotes ⁽²⁾ ⁽⁵⁾
Common Stock	03/17/2014		C		2,962	A	⁽¹⁾	3,240	I	See Footnotes ⁽⁵⁾ ⁽³⁾
Common Stock	03/17/2014		C		2,542	A	⁽⁶⁾	5,782	I	See Footnotes ⁽⁵⁾ ⁽³⁾
Common Stock	03/17/2014		C		2,975	A	⁽⁷⁾	8,757	I	See Footnotes ⁽⁵⁾ ⁽³⁾
Common Stock	03/17/2014		C		2,382	A	⁽⁷⁾	11,139	I	See Footnotes ⁽⁵⁾ ⁽³⁾
Common Stock	03/17/2014		C		331,544	A	⁽¹⁾	362,741	I	See Footnotes ⁽⁵⁾ ⁽⁴⁾
Common Stock	03/17/2014		C		284,492	A	⁽⁶⁾	647,233	I	See Footnotes ⁽⁵⁾ ⁽⁴⁾
Common Stock	03/17/2014		C		333,119	A	⁽⁷⁾	980,352	I	See Footnotes ⁽⁵⁾ ⁽⁴⁾
Common Stock	03/17/2014		C		266,543	A	⁽⁷⁾	1,246,895	I	See Footnotes ⁽⁵⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock ⁽¹⁾

⁽¹⁾

03/17/2014

5,482

⁽⁸⁾

⁽⁹⁾

Common Stock

6,290

⁽¹⁾

See Footnotes ⁽²⁾ ⁽⁵⁾

Series A Preferred Stock ⁽¹⁾

⁽¹⁾

03/17/2014

2,582

⁽⁸⁾

⁽⁹⁾

Common Stock

2,962

⁽¹⁾

See Footnotes ⁽⁵⁾ ⁽³⁾

Series A Preferred Stock ⁽¹⁾

⁽¹⁾

03/17/2014

288,917

⁽⁸⁾

⁽⁹⁾

Common Stock

331,544

⁽¹⁾

See Footnotes ⁽⁵⁾ ⁽⁴⁾

Series B Preferred Stock ⁽⁶⁾

⁽⁶⁾

03/17/2014

4,063

⁽⁸⁾

⁽⁹⁾

Common Stock

5,399

⁽⁶⁾

See Footnotes ⁽²⁾ ⁽⁵⁾

Series B Preferred Stock ⁽⁶⁾

⁽⁶⁾

03/17/2014

1,913

⁽⁸⁾

⁽⁹⁾

Common Stock

2,542

⁽⁶⁾

See Footnotes ⁽⁵⁾ ⁽³⁾

Series B Preferred Stock ⁽⁶⁾

⁽⁶⁾

03/17/2014

214,118

⁽⁸⁾

⁽⁹⁾

Common Stock

284,492

⁽⁶⁾

See Footnotes ⁽⁵⁾ ⁽⁴⁾

Series C Preferred Stock ⁽⁷⁾

⁽⁷⁾

03/17/2014

6,320

⁽⁸⁾

⁽⁹⁾

Common Stock

6,320

⁽⁷⁾

See Footnotes ⁽²⁾ ⁽⁵⁾

Series C Preferred Stock ⁽⁷⁾

⁽⁷⁾

03/17/2014

2,975

⁽⁸⁾

⁽⁹⁾

Common Stock

2,975

⁽⁷⁾

See Footnotes ⁽⁵⁾ ⁽³⁾

Series C Preferred Stock ⁽⁷⁾

⁽⁷⁾

03/17/2014

333,119

⁽⁸⁾

⁽⁹⁾

Common Stock

333,119

⁽⁷⁾

See Footnotes ⁽⁵⁾ ⁽⁴⁾

Series D Preferred Stock ⁽⁷⁾

⁽⁷⁾

03/17/2014

5,058

⁽⁸⁾

⁽⁹⁾

Common Stock

5,058

⁽⁷⁾

See Footnotes ⁽²⁾ ⁽⁵⁾

Series D Preferred Stock ⁽⁷⁾

⁽⁷⁾

03/17/2014

2,382

⁽⁸⁾

⁽⁹⁾

Common Stock

2,382

⁽⁷⁾

See Footnotes ⁽⁵⁾ ⁽³⁾

Series D Preferred Stock ⁽⁷⁾

⁽⁷⁾

03/17/2014

266,543

⁽⁸⁾

⁽⁹⁾

Common Stock

266,543

⁽⁷⁾

See Footnotes ⁽⁵⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Versant Ventures II LLC 3000 SAND HILL ROAD BUILDING 4, SUITE 210 MENLO PARK, CA 94025		X
Versant Side Fund II, LP 3000 SAND HILL ROAD BLDG. 4, STE. 210 MENLO PARK, CA 94025		X
Versant Affiliates Fund II-A, LP 3000 SAND HILL ROAD BLDG. 4, STE. 210 MENLO PARK, CA 94025		X
Versant Venture Capital II, LP 3000 SAND HILL ROAD BLDG. 4, STE. 210 MENLO PARK, CA 94025		X

Signatures

Versant Side Fund II, L.P. By: /s/ Robin L. Praeger, Attorney-in-Fact		03/17/2014
^**Signature of Reporting Person		Date
Versant Venture Capital II, L.P. By: /s/ Robin L. Praeger, Attorney-in-Fact		03/17/2014
^**Signature of Reporting Person		Date
Versant Affiliates Fund II-A, L.P. By: /s/ Robin L. Praeger, Attorney-In-Fact		03/17/2014
^**Signature of Reporting Person		Date
Versant Ventures II, LLC By: /s/ Robin L. Praeger, CFO		03/17/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series A Preferred Stock automatically converted on a 1-to-1.147541 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering on March 17, 2014.
(2)	Securities held of record by Versant Affiliates Fund II-A, L.P. ("VAF-IIA").
(3)	Securities held of record by Versant Side Fund II, L.P. ("VSF II").
(4)	Securities held of record by Versant Venture Capital II, L.P. ("VVC II").
(5)	Versant Ventures II, LLC ("VV II") serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no shares directly. Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, and Barbara N. Lubash, as managing directors of VV II, share voting and investment authority over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.
(6)	Each share of Series B Preferred Stock automatically converted on a 1-to-1.328671 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering on March 17, 2014.
(7)	Each share of Series C and Series D Preferred Stock automatically converted on a 1-to-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering on March 17, 2014.
(8)	The shares converted into Common Stock immediately prior to the closing of the Issuer's initial public offering.
(9)	The shares do not have an expiration date.

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