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^*

Enterprise Partners Management LLC

(Last)

(First)

(Middle)

2223 AVENIDA DE LA PLAYA, STE 104

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Celladon Corp [ CLDN ]

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)
02/04/2014

4. 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 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	02/04/2014		C		926,621	A	⁽¹⁾	1,343,880	I	By entities affiliated with Enterprise Partners⁽²⁾
Common Stock	02/04/2014		C		459,668	A	⁽¹⁾	1,803,548	I	By entities affiliated with Enterprise Partne⁽³⁾
Common Stock	02/04/2014		C		13,553⁽⁴⁾	A	$8	1,817,101	I	By entities affiliated with Enterprise Partners⁽⁵⁾
Common Stock	02/04/2014		P		133,083⁽⁶⁾	A	$8	1,950,184	I	By entities affiliated with Enterprise Partners⁽⁷⁾

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 A-1 Convertible Preferred Stock	⁽¹⁾	02/04/2014		C			11,573,520⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	926,621	$0.00	0	I	By entities affiliated with Enterprise Partners⁽²⁾
Junior Preferred Stock	⁽¹⁾	02/04/2014		C			5,741,267⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	459,668	$0.00	0	I	By entities affiliated with Enterprise Partners⁽³⁾
Convertible Promissory Notes	$8⁽⁴⁾	02/04/2014		C			13,553	⁽⁴⁾	⁽⁴⁾	Common Stock	13,553	$8	0	I	By entities affiliated with Enterprise Partners⁽⁵⁾
Series A-1 Preferred Warrants	$0.449	02/04/2014		C⁽⁸⁾			260,859	10/15/2013	10/15/2018	Series A-1 Preferred Stock	260,859	$0.00	0	I	By entities affiliated with Enterprise Partners⁽⁹⁾
Common Warrants	$5.61	02/04/2014		C⁽⁸⁾		20,833		10/15/2013	10/15/2018	Common Stock	20,833	$0.00	20,833	I	By entities affiliated with Enterprise Partners⁽¹⁰⁾

Explanation of Responses:

1. Every 12.49 shares of Series A-1 Preferred Stock and Junior Preferred Stock automatically converted into 1 share of Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering. The shares have no expiration date.

2. Shares held as follows: 405,973 by Enterprise Partners Liquidating Trust V, L.P.; 510,034 by Enterprise Partners Liquidating Trust VI, L.P.; and 10,614 by Enterprise Partners Management, LLC.

3. Shares held as follows: 216,498 by Enterprise Partners Liquidating Trust V, L.P.; 233,366 by Enterprise Partners Liquidating Trust VI, L.P.; and 9,804 by Enterprise Partners Management, LLC.

4. Automatic conversion, in connection with the Issuer's initial public offering, of convertible promissory notes, including principal and accrued interest.

5. Shares held as follows: 5,569 by Enterprise Partners Liquidating Trust V, L.P.; 5,569 by Enterprise Partners Liquidating Trust VI, L.P.; and 2,415 by Enterprise Partners Management, LLC.

6. The shares were purchased at the Issuer's initial public offering.

7. Shares held as follows: 57,229 by Enterprise Partners Liquidating Trust V, L.P.; 57,229 by Enterprise Partners Liquidating Trust VI, L.P.; and 18,625 by Enterprise Partners Management, LLC.

8. Represents the automatic conversion of Series A-1 Preferred Warrants into Common Stock Warrants on a 1-for-12.49 basis upon the closing of the Issuer's initial public offering.

9. Consists of warrants to purchase shares of Series A-1 preferred stock as follows: 107,187 issued to Enterprise Partners Liquidating Trust V, L.Pl 107,187 issued to Enterprise Partners Liquidating Trust VI, L.P.; and 46,485 issued to Enterprise Partners Management, LLC.

10. Consists of warrants to purchase shares of Common stock as follows: 8,581 issued to Enterprise Partners Liquidating Trust V, L.Pl 8,581 issued to Enterprise Partners Liquidating Trust VI, L.P.; and 3,721 issued to Enterprise Partners Management, LLC.

Remarks:

	/s/ Carlton J. Eibl, Managing Director	02/06/2014
	** Signature of Reporting Person	Date
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