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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* THOMAS MCNERNEY & PARTNERS LP (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/01/2011	3. Issuer Name and Ticker or Trading Symbol TRANZYME INC [ TZYM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	2,103,623	(1)	D(2)(3)
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	78,175	(1)	I(3)(4)	By TMP Nominee, LLC
Series A Convertible Preferred Stock	(1)	(1)	Common Stock	7,988	(1)	I(3)(5)	By TMP Associates, L.P.

1. Name and Address of Reporting Person* THOMAS MCNERNEY & PARTNERS LP (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TMP Nominee, LLC (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TMP ASSOCIATES LP (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Thomas, McNerney & Partners, LLC (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* THOMAS JAMES E (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* McNerney Pete (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zisson Alex (Last) (First) (Middle) C/O THOMAS, MCNERNEY & PARTNERS 60 SOUTH SIXTH STREET, SUITE 3620 (Street) MINNEAPOLIS MN 55402 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares of Series A Convertible Preferred Stock owned of record by the Reporting Persons will convert automatically into the number of shares of Common Stock set forth above, without the payment of any additional consideration upon the closing of the Issuer's initial public offering, which is anticipated to occur on April 6, 2011. The Series A Convertible Preferred Stock does not have an expiration date.

2. These securities are owned of record by Thomas, McNerney & Partners, L.P. ("TMP LP"). Thomas, McNerney & Partners, LLC ("TMP LLC") is the general partner of TMP LP and has shared voting and dispositive power of the securities held by TMP LP, but TMP LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas, Peter H. McNerney, Alex Zisson, Pratik Shah, and Eric Aguiar are the managers of TMP LLC. Accordingly, they may be deemed to share beneficial ownership of such securities, although each of them disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of equity securities covered by this statement.

4. These securities are owned of record by TMP Nominee, LLC ("TMP Nominee"). James E. Thomas and Peter H. McNerney are the managers of TMP Nominee and have shared voting and dispositive power over these securities provided that they are obligated to exercise this voting and dispositive power in the same manner as TMP LLC votes and disposes of the Issuer's other securities over which TMP LLC exercises voting and dispositive power. Each of James E. Thomas and Peter H. McNerney disclaims beneficial ownership of these securities except to the extent of his pecuniary interests therein.

5. These securities are owned of record by TMP Associates, L.P. ("TMP Associates"). TMP LLC is the general partner of TMP Associates and has shared voting and dispositive power of the securities held by TMP Associates, but TMP LLC disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. James E. Thomas, Peter H. McNerney, Alex Zisson, Pratik Shah, and Eric Aguiar are the managers of TMP LLC. Accordingly, they may be deemed to share beneficial ownership of such securities, although each of them disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

Remarks:

Exhibit 24.1 Power of attorney

	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of Thomas, McNerney & Partners, L.P.	04/01/2011
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC	04/01/2011
	/s/ James E. Thomas, Manager of TMP Nominee, LLC	04/01/2011
	/s/ James E. Thomas, Manager of Thomas, McNerney & Partners, LLC, the general partner of TMP Associates, L.P.	04/01/2011
	/s/ James E. Thomas	04/01/2011
	/s/ Peter H. McNerney	04/01/2011
	/s/ Richard I. Eisenstadt for Alex Zisson, attorney-in-fact	04/01/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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