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Filing Details

Accession Number:: 0001181431-13-022601
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-04-17 21:41:43
Reporting Period:: 2013-04-16

Filing Date:: 2013-04-17
Accepted Time:: 2013-04-17 21:41:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1477598	Omthera Pharmaceuticals Inc.	OMTH	Pharmaceutical Preparations (2834)	263797738

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1452907	New Enterprise Associates 13 Lp	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1460751	Nea 13 Gp, Ltd	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No
1460752	Nea Partners 13, Limited Partnership	1954 Greenspring Drive Suite 600 Timonium MD 21093	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2013-04-16	156,250	$0.01	156,250	No	4	C	Direct
Common Stock	Disposition	2013-04-16	196	$8.00	156,054	No	4	S	Direct
Common Stock	Acquisiton	2013-04-16	633,219	$8.00	789,273	No	4	C	Direct
Common Stock	Acquisiton	2013-04-16	4,418,940	$0.00	5,208,213	No	4	C	Direct
Common Stock	Acquisiton	2013-04-16	625,000	$8.00	5,833,213	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	S	Direct
No	4	C	Direct
No	4	C	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant (right to buy)	Disposition	2013-04-16	156,250	$0.00	156,250	$0.01
Common Stock	Secured Convertible Promissory Note	Disposition	2013-04-16	633,219	$0.00	633,219	$8.00
Common Stock	Series B Preferred Stock	Disposition	2013-04-16	6,165,747	$0.00	4,418,940	$0.00

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2013-04-16	2023-02-15	No	4	C	Direct
2013-04-16	2014-02-15	No	4	C	Direct
		No	4	C	Direct

Footnotes

Effective upon the closing of the Issuer's initial public offering ("IPO") of its Common Stock, New Enterprise Associates 13, L.P.'s ("NEA 13") warrant automatically converted into 156,250 shares of Common Stock of the Issuer. NEA 13 paid the exercise price of $0.01 per share of the warrant on a cashless basis, resulting in the Issuer's withholding of 196 of the warrant shares to pay the exercise price and issuing to NEA 13 the remaining 156,054 shares.
The securities are directly held by NEA 13 and are indirectly held by NEA Partners 13, L.P. ("NEA Partners 13"), the sole general partner of NEA 13, NEA 13 GP, LTD ("NEA 13 LTD"), the sole general partner of NEA Partners 13 and each of the individual directors of NEA 13 LTD (NEA Partners 13, NEA 13 LTD and the individual directors of NEA 13 LTD (collectively, the "Directors") together, the "Indirect Reporting Persons"). The Directors of NEA 13 LTD are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri, David M. Mott, Scott D. Sandell, Ravi Viswanathan and Harry R. Weller. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 13 shares in which the Indirect Reporting Persons have no pecuniary interest.
The Secured Convertible Promissory Note was issued to NEA 13 in exchange for $5,000,000. Effective upon the closing of the Issuer's IPO, the outstanding principal and accrued and unpaid interest on the Secured Convertible Promissory Note automatically converted into shares of Common Stock at the Issuer's IPO price per share.
This is the maturity date of the Secured Convertible Promissory Note.
Effective upon the closing of the Issuer's IPO, each share of Series B Preferred Stock automatically converted, without the payment of additional consideration, at a ratio of 1.3953-1 into the number of shares of Common Stock shown in Column 7. The Series B Preferred Stock had no expiration date.