UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | Â (2) | Â (2) | Common Stock | 1,152,039 | $ 5.25 | I | by Group (1) |
Series B Preferred Stock | Â (2) | Â (2) | Common Stock | 672,029 | $ 7.73 | I | by Group (1) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LILLY ELI & CO LILLY CORPORATE CENTER INDIANAPOLIS, IN 46285 |
 |  X |  |  |
Lilly Ventures Fund I LLC C/O RECEPTOS, INC. 10835 ROAD TO THE CURE, SUITE 205 SAN DIEGO, CA 92121 |
 |  X |  |  |
Torres S. Edward C/O RECEPTOS, INC. 10835 ROAD TO THE CURE, SUITE 205 SAN DIEGO, CA 92121 |
 |  X |  |  |
/s/ Jamie E. Haney, Authorized Person, authorization on file. | 11/21/2013 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These shares are owned directly by Lilly Ventures Fund I LLC (the "Fund"). Eli Lilly and Company, as sole Managing Member of the Fund, and pursuant to provisions of the LLC Agreement of the Fund, has voting authority with respect to shares owned by the Fund. S. Edward Torres, is a non-managing member of the Fund and may be deemed to beneficially own the shares. Mr. Torres disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein. The attached Exhibit 99.1 lists details for each 10% and beneficial owner. |
(2) | The Series A Preferred Stock and the Series B Preferred Stock have no expiration date and are convertible at any time at the option of the holder and will convert upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 7.5 shares of Series A Preferred Stock and Series B Preferred Stock, for no additonal consideration. |
 Remarks: This Form is being amended to include Eli Lilly and Company's beneficial ownership of the shares reported in the Forms 3 separately filed by Lilly Ventures Fund I LLC and S. Edward Torres on 5/8/2013. |