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^*

Sarshar Sepehr

(Last)

(First)

(Middle)

3366 N. TORREY PINES COURT, SUITE 225

(Street)

SAN DIEGO

92037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2014

3. Issuer Name and Ticker or Trading Symbol
Auspex Pharmaceuticals, Inc. [ ASPX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	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)

X	Form filed by One Reporting Person
	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)
Common Stock	27,777	D

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)
Employee Stock Option (Right to Buy)	12/15/2010⁽¹⁾	12/14/2020	Common Stock	5,555	$0.9	D
Employee Stock Option (Right to Buy)	10/01/2013⁽²⁾	09/30/2023	Common Stock	22,222	$0.54	D
Series A-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	31,305	$0.00	D
Series A-2 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	33,904	$0.00	D
Series A-3 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	16,203	$0.00	D
Series A-4 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	14,338	$0.00	D
Series A-5 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	2,923	$0.00	D
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	23,980	$0.00	D
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	46,403	$0.00	D
Series D Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	29,478	$0.00	D
Series B Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	132,661	$0.00	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	9,000	$0.00	I	See footnote⁽⁴⁾
Series E Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	98,969	$0.00	I	See footnote⁽⁴⁾
Series C Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	65,242	$0.00	I	See footnote⁽⁵⁾

Explanation of Responses:

1. The stock option is fully vested.

2. 25% of the shares subject to the option vest on the first anniversary of the exercisable date provided in column 2, and 1/48th of the shares subject to the option vest monthly thereafter over the following three years.

3. The preferred stock is convertible at any time, at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering.

4. The shares are held by Costa Verde Capital, LLC. The reporting person is the manager of Costa Verde Capital, LLC and has voting and investment control over the shares owned by it. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interests therein.

5. The shares are held by Costa Verde Capital II, LLC. The reporting person is the manager of Costa Verde Capital II, LLC and has voting and investment control over the shares owned by it. The reporting person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interests therein.

Remarks:

	/s/ Robert Daniel, Attorney-in-Fact	02/04/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.