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Filing Details

Accession Number:: 0001181431-13-029562
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-21 19:45:02
Reporting Period:: 2013-05-21

Filing Date:: 2013-05-21
Accepted Time:: 2013-05-21 19:45:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1131543	Ambit Biosciences Corp	AMBI	Pharmaceutical Preparations (2834)	330909648

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1250195	Steve Elms	C/O Ambit Biosciences Corporation 11080 Roselle Street San Diego CA 92121		Yes	No	No	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	Explanation
Common Stock	Acquisiton	2013-05-21	28,901	$0.00	29,120	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	57,448	$0.00	86,568	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	227,801	$0.00	314,369	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	456,393	$0.00	770,762	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	352,047	$0.00	1,122,809	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2013-05-21	423,635	$8.00	1,546,444	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B Preferred Stock	Disposition	2013-05-21	693,641	$0.00	28,901	$0.00
Common Stock	Series C Preferred Stock	Disposition	2013-05-21	1,378,747	$0.00	57,448	$0.00
Common Stock	Series D Preferred Stock	Disposition	2013-05-21	2,474,300	$0.00	227,801	$0.00
Common Stock	Series D-2 Preferred Stock	Disposition	2013-05-21	10,953,433	$0.00	456,393	$0.00
Common Stock	Series E Preferred Stock	Disposition	2013-05-21	8,449,121	$0.00	352,047	$0.00
Common Stock	Stock Option (right to buy)	Disposition	2013-05-21	7,085	$0.00	7,085	$6.66

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
0		No	4	C	Indirect
7,085	2023-05-20	No	4	A	Direct

Footnotes

Upon the closing of the Issuer's initial public offering, every 24 shares of Series B Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
The reportable securities are held directly by Perseus-Soros Biopharmaceutical Fund, L.P., or PSBF, and are indirectly held by Perseus-Soros Partners, LLC or PSPGP, as general partner of PSBF, Aisling Capital LLC, or Aisling Capital, as the managing member of PSPGP, and each of the individual managing members of Aisling Capital, including the Reporting Person. PSBF, PSPGP, Aisling Capital and the individual managing members of Aisling Capital, including the Reporting Person, share voting and dispositive power over the reportable securities directly held by PSBF. The Reporting Person serves as a director of the Issuer.
Upon the closing of the Issuer's initial public offering, every 24 shares of Series C Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
Upon the closing of the Issuer's initial public offering, every 10.86166 shares of Series D Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date. The conversion ratio was incorrectly stated in the Reporting Person's Form 3.
Upon the closing of the Issuer's initial public offering, every 24 shares of Series D-2 Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
Upon the closing of the Issuer's initial public offering, every 24 shares of Series E Preferred Stock automatically converted into 1 share of Common Stock for no additional consideration and had no expiration date.
One-third of the shares will vest on the first, second and third year anniversaries of the date of grant, such that the stock option is fully vested on May 21, 2016, subject to the optionee's continuous service with the Issuer through such vesting date.
The shares were purchased by PSBF in a private placement concurrent with the closing of the Issuers' initial public offering.
These stock options are held by Mr. Elms for the benefit of Aisling Capital LLC. Mr. Elms disclaims beneficial ownership of these securities and this report is not an admission that he is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.