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^*

Edwards Larry G.

(Last)

(First)

(Middle)

C/O TETRAPHASE PHARMACEUTICALS, INC.

480 ARSENAL WAY

(Street)

WATERTOWN

02472

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2019

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	04/02/2019		A	V	13,913	A	⁽¹⁾	50,789	D
Common Stock	05/14/2019		A	V	4,148	A	⁽²⁾	54,937	D

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)
Restricted Stock Units	⁽³⁾	08/01/2019		A		50,000		⁽⁴⁾	⁽⁴⁾	Common Stock	50,000	$0.00	50,000	D
Restricted Stock Units	⁽³⁾	08/01/2019		A		150,000		⁽⁵⁾	⁽⁵⁾	Common Stock	150,000	$0.00	150,000	D

Explanation of Responses:

1. On April 2, 2018, the Reporting person was granted 40,000 restricted stock units ("RSUs")( the "2018 RSU grant") that were previously reported on Table II Of Form 4, which form was filed with the Securities and Exchange Commission on April 4, 2018. Of the 2018 RSU grant, 20,000 shares vested on April 2, 2019 of which 6,087 shares were withheld by the Issuer to satisfy the reporting person's tax withholding obligations in connection with the delivery of the conversion of the RSUs into common stock on the vesting date. The total number of shares beneficially owned by the reporting person includes the 13,913 RSUs converted into shares of common stock of the Issuer on the April 2019 vesting date.

2. The amount of securities beneficially owned by the reporting person following the transaction reported on this Form 4 reflects the purchase by the reporting person of 4,148 shares of common stock on May 14, 2019 pursuant to the issuer's 2014 Employee Stock Purchase Plan, as amended.

3. Each restricted stock unit represents a contingent right to receive one share of common stock of Tetraphase Pharmaceuticals, Inc. for no consideration.

4. The restricted stock units shall be eligible to be earned upon achievement of certain performance conditions and, if such conditions are met, shall vest no earlier than August 1, 2020 and no later than August 1, 2021.

5. The restricted stock units vest in three equal installments on each of August 1, 2020, August 1, 2021 and August 1, 2022.

Remarks:

	/s/Maria Stahl as Attorney-in-Fact for Larry G. Edwards	08/02/2019
	** 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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