SEC FORM 3

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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^*

MPM BioVentures IV QP LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2013

3. Issuer Name and Ticker or Trading Symbol
Conatus Pharmaceuticals Inc [ CNAT ]

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,010,099	⁽¹⁾	I	See Footnote⁽²⁾
Warrant to Purchase Series B Preferred Stock (Right to Buy)	05/30/2013	05/30/2018	Series B Preferred Stock	265,837	$0.9	I	See Footnote⁽³⁾

1. Name and Address of Reporting Person^*

MPM BioVentures IV QP LP

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(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^*

MPM Asset Management Investors BV4 LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(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^*

MPM ASSET MANAGEMENT INVESTORS BV5 LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(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^*

MPM BioVentures IV GmbH & Co. Beteiligungs KG

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(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^*

MPM BioVentures IV GP LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(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^*

MPM BioVentures IV LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(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^*

MPM BIOVENTURES V GP LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(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^*

MPM BIOVENTURES V, L.P.

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(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^*

MPM BIOVENTURES V LLC

(Last)

(First)

(Middle)

C/O MPM ASSET MANAGEMENT

200 CLARENDON STREET, 54TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series B Preferred Stock is convertible into 0.121212 of a share of Common Stock without payment of further consideration and will automatically convert into 0.121212 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

2. The shares (on an as-converted to Common Stock basis) are held as follows: 473,353 by MPM BioVentures IV-QP, L.P. ("BV IV QP"), 18,236 by MPM BioVentures IV GmbH & Co. Beteiligungs KG ("BV IV KG"), 13,460 by MPM Asset Management Investors BV4 LLC ("AM BV4"), 486,164 by MPM BioVentures V, L.P. ("BV V") and 18,886 by MPM Asset Management Investors BV5 LLC ("AM BV5"). MPM BioVentures IV GP LLC and MPM BioVentures IV LLC ("BV LLC") are the direct and indirect general partners of BV IV QP and BV IV KG and BV LLC is the manager of AM BV4. MPM BioVentures V GP LLC and MPM BioVentures V LLC ("BV V LLC") are the direct and indirect general partners of BV V and BV V LLC is the manager of AM BV5. Ansbert Gadicke, Luke Evnin, Vaughn M. Kailian,James Paul Scopa, Todd Foley and John Vander Vort are the members of BV LLC and BV V LLC. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

3. The warrants are held as follows: 124,577 by BV IV QP, 4,799 by BV IV KG, 3,542 by AM BV4, 127,948 by BV V and 4,971 by AM BV5. Each Reporting Person disclaims beneficial ownership of the securities except to the extent of his or its respective pecuniary interest therein.

Remarks:

See Form 3 for Luke Evnin for additional members of this joint filing.

	By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the general partner of MPM BioVentures IV-QP, L.P. /s/ Luke Evnin	07/24/2013
	By Luke Evnin, member of MPM BioVentures IV LLC, the manager of MPM Asset Management Investors BV4 LLC /s/ Luke Evnin	07/24/2013
	By Luke Evnin, member of MPM BioVentures V LLC, the manager of MPM Asset Management Investors BV5 LLC /s/ Luke Evnin	07/24/2013
	By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC, the managing limited partner of MPM BioVentures IV GmbH & Co. /s/ Luke Evnin	07/24/2013
	By Luke Evnin, member of MPM BioVentures IV LLC, the managing member of MPM BioVentures IV GP LLC /s/ Luke Evnin	07/24/2013
	By Luke Evnin, member of MPM BioVentures IV LLC /s/ Luke Evnin	07/24/2013
	By Luke Evnin, member of MPM BioVentures V LLC, the managing member of MPM BioVentures V GP LLC /s/ Luke Evnin	07/24/2013
	By Luke Evnin, member of MPM BioVentures V LLC, the managing member of MPM BioVentures V GP LLC, the General Partner of MPM BioVentures V, L.P. /s/ Luke Evnin	07/24/2013
	By Luke Evnin, member of MPM BioVentures V LLC /s/ Luke Evnin	07/24/2013
	** 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 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).
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