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^*

Lichter Jay

(Last)

(First)

(Middle)

C/O ARATANA THERAPEUTICS, INC.

1901 OLATHE BOULEVARD

(Street)

KANSAS CITY

66103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARATANA THERAPEUTICS, INC. [ PETX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2013

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	07/02/2013		C		3,434,616⁽¹⁾	A	$0⁽¹⁾	3,670,545⁽²⁾	I	BY LIMITED PARTNERSHIP⁽³⁾
COMMON STOCK								9,025	I	BY LIMITED LIABILITY COMPANY⁽⁴⁾

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 CONVERTIBLE PREFERRED STOCK	$1.662⁽¹⁾	07/02/2013		C			4,000,000⁽³⁾	⁽¹⁾	⁽¹⁾	COMMON STOCK	2,406,738⁽¹⁾	$0⁽¹⁾	0	I	BY LIMITED PARTNER-SHIP⁽³⁾
SERIES B CONVERTIBLE PREFERRED STOCK	$4.986⁽¹⁾	07/02/2013		C			1,333,333⁽³⁾	⁽¹⁾	⁽¹⁾	COMMON STOCK	802,245⁽¹⁾	$0⁽¹⁾	0	I	BY LIMITED PARTNER-SHIP⁽³⁾
SERIES C CONVERTIBLE PREFERRED STOCK	$6.648⁽¹⁾	07/02/2013		C			375,000⁽³⁾	⁽¹⁾	⁽¹⁾	COMMON STOCK	225,632⁽¹⁾	$0⁽¹⁾	0	I	BY LIMITED PARTNER-SHIP⁽³⁾

Explanation of Responses:

1. Series A, B and C Convertible Preferred Stock (collectively, the "Preferred Stock") has no expiration date. The shares of Preferred Stock reported on this line item converted into shares of the Issuer's Common Stock on a 1-for-0.601685 basis upon the closing of the Issuer's initial public offering (the "IPO Closing").

2. The reporting person acquired an aggregate of 235,929 shares of common stock as a stock dividend on the IPO Closing which are reflected in the aggregate holdings set forth in Column 5.

3. Held by Avalon Ventures IX, L.P. ("Avalon Ventures LP"). The Reporting Person is a managing director of Avalon Ventures LP and shares voting and dispositive power over the shares held by Avalon Ventures LP. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

4. Held by Avalon Ventures IX Management, LLC ("Avalon Ventures LLC"). The Reporting Person is a manager of Avalon Ventures LLC and shares voting and dispositive power over the shares held by Avalon Ventures LLC. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein.

	/s/ Louise A. Mawhinney, Attorney-in-Fact for Jay Lichter	07/02/2013
	** 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 4 (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).
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