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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* ARMISTICE CAPITAL, LLC (Last) (First) (Middle) 510 MADISON AVENUE, 7TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TETRAPHASE PHARMACEUTICALS INC [ TTPH ]	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) 07/28/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/28/2020		J(1)		1,419,507	D	(1)	0	D(2)
Common Stock	07/28/2020		J(1)		0	D	$0	0	I	See Footnote 2

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Pre-Funded Warrants	$0.01	07/28/2020		J(3)			1,430,493	11/01/2019	(7)	Common Stock	1,430,493	(3)	0(3)	D(2)
Pre-Funded Warrants	$0.01	07/28/2020		J(3)			0	11/01/2019	(7)	Common Stock	0	$0	0(3)	I	See Footnote 2
Pre-Funded Warrants	$0.001	07/28/2020		J(4)			2,063,334	01/24/2020	(7)	Common Stock	2,063,334	(4)	0(4)	D(2)
Pre-Funded Warrants	$0.001	07/28/2020		J(4)			0	01/24/2020	(7)	Common Stock	0	$0	0(4)	I	See Footnote 2
Warrants	$3.62	07/28/2020		J(5)			2,130,493	11/01/2019	11/01/2024	Common Stock	2,130,493	(5)	0(5)	D(2)
Warrants	$3.62	07/28/2020		J(5)			0	11/01/2019	11/01/2024	Common Stock	0	$0	0(5)	I	See Footnote 2
Warrants	$2.87	07/28/2020		J(6)			3,333,334	01/24/2020	01/24/2025	Common Stock	3,333,334	(6)	0(6)	D(2)
Warrants	$2.87	07/28/2020		J(6)			0	01/24/2020	01/24/2025	Common Stock	0	$0	0(6)	I	See Footnote 2

1. Name and Address of Reporting Person* ARMISTICE CAPITAL, LLC (Last) (First) (Middle) 510 MADISON AVENUE, 7TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Armistice Capital Master Fund Ltd. (Last) (First) (Middle) C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 (Street) GRAND CAYMAN E9 KY1-1104 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Boyd Steven (Last) (First) (Middle) C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares of the Issuer's common stock, $0.001 par value (collectively, the "Shares"), were disposed of pursuant to a merger between the Issuer and La Jolla Pharmaceutical Company ("La Jolla") that became effective on July 28, 2020 (the "Merger"). As the holder of 1,419,507 Shares on the effective date of the Merger, Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), received pursuant to the Merger: (i) an upfront cash payment in an amount equal to $2.00 per Share (i.e., $2,839,014); and (ii) 1,419,507 contingent value rights entitled to receive future cash payments from La Jolla if U.S. net sales of XERAVA(TM) achieve certain specified benchmarks ("CVRs").

2. The reported securities were directly owned by the Master Fund. The reported securities may have been deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also have been deemed to be indirectly beneficially owned by Steven Boyd, as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. These pre-funded warrants of the Issuer (collectively, the "November Pre-Funded Warrants") were disposed of pursuant to the Merger. As the holder of 1,430,493 November Pre-Funded Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger: (i) an upfront cash payment in an amount equal to $1.99 per underlying Share (i.e., $2,846,681.07); and (ii) 1,423,341 CVRs.

4. These pre-funded warrants of the Issuer (collectively, the "January Pre-Funded Warrants") were disposed of pursuant to the Merger. As the holder of 2,063,334 January Pre-Funded Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger: (i) an upfront cash payment in an amount equal to $1.999 per underlying Share (i.e., $4,124,604.67); and (ii) 2,062,302 CVRs.

5. These warrants of the Issuer (collectively, the "November Warrants") were disposed of pursuant to the Merger. As the holder of 2,130,493 November Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger an upfront cash payment in an amount equal to $2.68 per underlying Share (i.e., $5,709,721.24).

6. These warrants of the Issuer (collectively, the "January Warrants") were disposed of pursuant to the Merger. As the holder of 3,333,334 January Warrants on the effective date of the Merger, the Master Fund received pursuant to the Merger an upfront cash payment in an amount equal to $2.69 per underlying Share (i.e., $8,966,668.46).

7. These warrants do not expire.

	Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member	07/30/2020
	Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director	07/30/2020
	/s/ Steven Boyd	07/30/2020
	** Signature of Reporting Person	Date
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