SEC Filing | Cara Therapeutics

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SEC FORM 4 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^*

ALTA BIOPHARMA PARTNERS III LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Cara Therapeutics, Inc. [ CARA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2014

4. If Amendment, Date of 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

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	02/05/2014		C⁽¹⁾		1,118,675	A	$0.00	1,118,675	I	See Footnote⁽²⁾
Common Stock	02/05/2014		C⁽³⁾		531,442	A	$0.00	1,650,117	I	See Footnote⁽²⁾
Common Stock	02/05/2014		P		103,330	A	$11	1,753,447	I	See Footnote⁽²⁾
Common Stock	02/05/2014		C⁽¹⁾		75,129	A	$0.00	75,129	I	See Footnote⁽⁴⁾
Common Stock	02/05/2014		C⁽³⁾		35,691	A	$0.00	110,820	I	See Footnote⁽⁴⁾
Common Stock	02/05/2014		P		6,940	A	$11	117,760	I	See Footnote⁽⁴⁾
Common Stock	02/05/2014		C⁽¹⁾		27,568	A	$0.00	27,568	I	See Footnote⁽⁵⁾
Common Stock	02/05/2014		C⁽³⁾		13,097	A	$0.00	40,665	I	See Footnote⁽⁵⁾
Common Stock	02/05/2014		P		2,547	A	$11	43,212	I	See Footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽¹⁾	02/05/2014		C			2,363,654	⁽¹⁾	⁽¹⁾	Common Stock	1,118,675	$0.00	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	02/05/2014		C			158,741	⁽¹⁾	⁽¹⁾	Common Stock	75,129	$0.00	0	I	See Footnote⁽⁴⁾
Series C Preferred Stock	⁽¹⁾	02/05/2014		C			58,250	⁽¹⁾	⁽¹⁾	Common Stock	27,568	$0.00	0	I	See Footnote⁽⁵⁾
Series D Preferred Stock	⁽³⁾	02/05/2014		C			1,328,604	⁽³⁾	⁽³⁾	Common Stock	531,442	$0.00	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽³⁾	02/05/2014		C			89,227	⁽³⁾	⁽³⁾	Common Stock	35,691	$0.00	0	I	See Footnote⁽⁴⁾
Series D Preferred Stock	⁽³⁾	02/05/2014		C			32,742	⁽³⁾	⁽³⁾	Common Stock	13,097	$0.00	0	I	See Footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

ALTA BIOPHARMA PARTNERS III LP

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALTA BIOPHARMA MANAGEMENT III LLC

(Last)

(First)

(Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG

(Last)

(First)

(Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC

(Last)

(First)

(Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CHAMPSI FARAH

(Last)

(First)

(Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HURWITZ EDWARD

(Last)

(First)

(Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PENHOET EDWARD

(Last)

(First)

(Middle)

C/O ALTA PARTNERS

ONE EMBARCADERO CENTER, 37TH FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

Explanation of Responses:

1. The Series C Preferred Stock held by the reporting persons automatically converted on a 1-for-2.1129 basis into shares of common stock upon the closing of the issuer's initial public offering.

2. These shares are held of record by Alta BioPharma Partners III, L.P. ("ABP III"). Alta BioPharma Management III, LLC ("ABM III") is the general partner of ABP III. Edward Hurwitz, a director of the issuer, Farah Champsi and Edward Penhoet are directors of ABM III and may be deemed to share dispositive and voting power over the shares held by ABP III. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its respective pecuniary interest therein.

3. The Series D Preferred Stock held by the reporting persons automatically converted on a 1-for-2.5 basis into shares of common stock upon the closing of the issuer's initial public offering.

4. These shares are held of record by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("GmbH"). ABM III is the managing limited partner of GmbH. Edward Hurwitz, a director of the issuer, Farah Champsi and Edward Penhoet are directors of ABM III and may be deemed to share dispositive and voting power over the shares held by GmbH. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its respective pecuniary interest therein.

5. These shares are held of record by Alta Embarcadero BioPharma Partners III, LLC ("Embarcadero"). Edward Hurwitz, a director of the issuer, Farah Champsi and Edward Penhoet are the managers of Embarcadero and may be deemed to share dispositive and voting power over the shares held by Embarcadero. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its respective pecuniary interest therein.

Remarks:

Please note that all of these reporting persons are no longer subject to Section 16 Form 4 or Form 5 obligations, with the exception of Edward Hurwitz, who will have an ongoing Section 16 reporting obligation as a director of the issuer.

	/s/Darren DeStefano, Attorney-in-Fact	02/05/2014
	Darren DeStefano, Attorney-in-Fact	02/05/2014
	Darren DeStefano, Attorney-in-Fact	02/05/2014
	Darren DeStefano, Attorney-in-Fact	02/05/2014
	Darren DeStefano, Attorney-in-Fact	02/05/2014
	Darren DeStefano, Attorney-in-Fact	02/05/2014
	Darren DeStefano, Attorney-in-Fact	02/05/2014
	** 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).
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