SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SANDERS CHARLES A

(Last)

(First)

(Middle)

C/O LIPOSCIENCE, INC.

2500 SUMNER BOULEVARD

(Street)

RALEIGH

27616

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2013

3. Issuer Name and Ticker or Trading Symbol
LIPOSCIENCE INC [ LPDX ]

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,730	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	10/30/2013	Common Stock	27,281	$2.5	D
Stock Option (right to buy)	⁽²⁾	10/30/2013	Common Stock	18,187	$2.5	D
Stock Option (right to buy)	⁽³⁾	02/04/2014	Common Stock	2,182	$2.5	D
Stock Option (right to buy)	⁽⁴⁾	05/05/2015	Common Stock	4,365	$2.5	D
Stock Option (right to buy)	⁽⁵⁾	10/27/2015	Common Stock	10,912	$2.5	D
Stock Option (right to buy)	⁽⁶⁾	04/24/2018	Common Stock	14,550	$2.46	D
Stock Option (right to buy)	⁽⁷⁾	04/24/2018	Common Stock	14,550	$2.46	D
Stock Option (right to buy)	⁽⁸⁾	06/16/2018	Common Stock	29,100	$2.46	D
Stock Option (right to buy)	⁽⁹⁾	07/09/2019	Common Stock	14,550	$1.88	D
Stock Option (right to buy)	⁽¹⁰⁾	09/03/2020	Common Stock	14,550	$4.23	D
Stock Option (right to buy)	⁽¹¹⁾	08/01/2021	Common Stock	9,700	$9.84	D
Stock Option (right to buy)	⁽¹²⁾	08/07/2022	Common Stock	9,700	$11.12	D
Series E Convertible Preferred Stock	⁽¹³⁾	⁽¹³⁾	Common Stock	1,114	⁽¹³⁾	D

Explanation of Responses:

1. This option was fully vested upon issuance on October 30, 2003.

2. 50% of the shares underlying this option were vested upon issuance on October 30, 2003, with the remainder vesting in 12 equal monthly installments thereafter.

3. This option was fully vested upon issuance on February 4, 2004.

4. 75% of the shares underlying this option were vested upon issuance on May 5, 2005, with the remainder vesting in 3 equal monthly installments thereafter.

5. 25% of the shares underlying this option were vested upon issuance on October 27, 2005, with the remainder vesting in 9 equal monthly installments thereafter.

6. This option was fully vested upon issuance on April 24, 2008.

7. Two-thirds of the shares underlying this option were vested upon issuance on April 24, 2008, with the remainder vesting in 4 equal monthly installments thereafter.

8. 50% of the shares underlying this option vested on July 26, 2009 and the remainder vested on July 26, 2010.

9. This option vested in 12 equal monthly installments beginning on August 26, 2009.

10. 1/12 of the shares underlying this option were vested upon issuance on September 3, 2010, with the remainder vesting in 11 equal monthly installments thereafter.

11. This option vested in 12 equal monthly installments beginning on August 23, 2011.

12. This option vests in 12 equal monthly installments beginning on August 23, 2012.

13. Each share of Series E Convertible Preferred Stock is convertible, at anytime, at the holder's election, into common stock on a 0.485-for-1 basis. In addition, effective immediately prior to the closing of the issuer's initial public offering of its common stock, each share of Series E Convertible Preferred Stock will automatically convert into 0.485 shares of common stock. The Series E Convertible Preferred Stock has no expiration date.

Remarks:

Exhibit List Exhibit 24.1 - Power of Attorney

	/s/ Brian F. Leaf, Attorney-in-fact	01/24/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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