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Filing Details

Accession Number:: 0000947871-13-000751
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-20 19:23:32
Reporting Period:: 2013-11-20

Filing Date:: 2013-11-20
Accepted Time:: 2013-11-20 19:23:32
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1416792	Relypsa Inc	RLYP	Pharmaceutical Preparations (2834)	260893742

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1055949	D Samuel Isaly	601 Lexington Avenue, 54Th Floor New York NY 10022	No	No	Yes	No
1055951	Orbimed Advisors Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	No	No	Yes	No
1502240	Orbimed Capital Gp Iv Llc	601 Lexington Avenue, 54Th Floor New York NY 10022	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	Explanation
Common Stock	Acquisiton	2013-11-20	1,904,940	$0.00	1,904,940	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2013-11-20	1,905,702	$0.00	3,810,642	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2013-11-20	3,007,297	$0.00	6,817,939	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2013-11-20	693,991	$0.00	7,511,930	No	4	C	Indirect	See footnotes
Common Stock	Acquisiton	2013-11-20	1,417,578	$0.17	8,929,508	No	4	M	Indirect	See footnotes
Common Stock	Disposition	2013-11-20	22,166	$11.00	8,907,342	No	4	F	Indirect	See footnotes
Common Stock	Acquisiton	2013-11-20	327,133	$0.17	9,234,475	No	4	M	Indirect	See footnotes
Common Stock	Disposition	2013-11-20	5,116	$11.00	9,229,359	No	4	F	Indirect	See footnotes
Common Stock	Acquisiton	2013-11-20	712,192	$11.00	9,941,551	No	4	P	Indirect	See footnotes

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

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series B-1 Preferred Stock	Disposition	2013-11-20	1,295,845	$0.00	1,904,940	$0.00
Common Stock	Series B-2 Preferred Stock	Disposition	2013-11-20	1,905,702	$0.00	1,905,702	$0.00
Common Stock	Series C-1 Preferred Stock	Disposition	2013-11-20	3,007,297	$0.00	3,007,297	$0.00
Common Stock	Series C-2 Preferred Stock	Disposition	2013-11-20	693,991	$0.00	693,991	$0.00
Series C-1 Preferred Stock	Warrant to Purchase Preferred Stock	Disposition	2013-11-20	1,417,578	$0.00	1,417,578	$0.17
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-11-20	1,417,578	$0.00	1,417,578	$0.17
Common Stock	Warrant to Purchase Common Stock	Disposition	2013-11-20	1,417,578	$0.00	1,417,578	$0.17
Series C-2 Preferred Stock	Warrant to Purchase Preferred Stock	Disposition	2013-11-20	327,133	$0.00	327,133	$0.17
Common Stock	Warrant to Purchase Common Stock	Acquisiton	2013-11-20	327,133	$0.00	327,133	$0.17
Common Stock	Warrant to Purchase Common Stock	Disposition	2013-11-20	327,133	$0.00	327,133	$0.17

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	2013-11-20	No	4	J	Indirect
1,417,578	2013-11-20	No	4	J	Indirect
0	2013-11-20	No	4	M	Indirect
0	2013-11-20	No	4	J	Indirect
327,133	2013-11-20	No	4	J	Indirect
0	2013-11-20	No	4	M	Indirect

Footnotes

Reflects a 1-for-17.2 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.
Each share of Series B-1 Preferred Stock automatically converted into the Issuer's common stock ("Common Stock") immediately prior to the closing of the Issuer's initial public offering, at a conversion ratio of 1.47 shares of Common Stock for every 1 share of Series B-1 Preferred Stock.
Shares are directly beneficially owned by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the sole general partner of OPI IV. OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP IV. Samuel D. Isaly ("Isaly") is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP IV, Advisors and Isaly may be deemed to have voting and investment power over the securities beneficially owned by OPI IV and as a result may be deemed to have beneficial ownership over such securities. The Reporting Persons have designated a representative, currently Jonathan T. Silverstein, a member of Advisors, to serve on the Issuer's board of directors.
This report on Form 4 is jointly filed by GP IV, Advisors and Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his or its pecuniary interest therein, if any. This report shall not be deemed an admission that any of them are beneficial owners for the purpose of Section 16 of the Exchange Act, or for any other purpose.
Each share of Series B-2 Preferred Stock automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
Each share of Series C-1 Preferred Stock automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
Each share of Series C-2 Preferred Stock automatically converted on a 1-for-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
Shares disposed of in connection with net share settlement of outstanding warrants, which resulted in the cancellation of underlying shares to the Issuer, and which did not involve any sale of shares.
The shares did not have an expiration date.
Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-1 Preferred Stock automatically converted on a 1-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.
Immediately prior to the closing of the Issuer's initial public offering, this warrant to purchase shares of Series C-2 Preferred Stock automatically converted on a 1-for-1 basis into a warrant to purchase shares of Common Stock. Disposition of Warrant to Purchase Preferred Stock and acquisition of Warrant to Purchase Common Stock listed solely for the purpose of reporting such conversion of the shares underlying the security.