SEC FORM 4/A 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*
LILLY ELI & CO

(Last) (First) (Middle)
LILLY CORPORATE CENTER

(Street)
INDIANAPOLIS IN 46285

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Receptos, Inc. [ RCPT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/14/2013
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 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)
Code V Amount (A) or (D) Price
Common Stock 05/14/2013 C 1,152,039 A $5.25 1,266,324 I by Group(1)
Common Stock 05/14/2013 C 672,029 A $7.73 1,938,353 I by Group(1)
Common Stock 05/14/2013 P 142,857 A $14 2,081,210 I by Group(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock $5.25 05/14/2013 C(2) $8,640,289 (2) (2) Common Stock 1,152,039 $0 0 I by Group(1)
Series B Preferred Stock $7.73 05/14/2013 C(2) $5,040,221 (2) (2) Common Stock 672,029 $0 0 I by Group(1)
1. Name and Address of Reporting Person*
LILLY ELI & CO

(Last) (First) (Middle)
LILLY CORPORATE CENTER

(Street)
INDIANAPOLIS IN 46285

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lilly Ventures Fund I LLC

(Last) (First) (Middle)
C/O RECEPTOS, INC.
10835 ROAD TO THE CURE, SUITE 205

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Torres S. Edward

(Last) (First) (Middle)
C/O RECEPTOS, INC.
10835 ROAD TO THE CURE, SUITE 205

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
Explanation of Responses:
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 Series B preferred stock converted 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 additional consideration.
Remarks:
This Form is being amended to include Eli Lilly and Company's beneficial ownership of the shares reported in the Forms 4 separately filed by Lilly Ventures Fund I LLC and S. Edward Torres on 5/14/2013.
/s/ Jamie E. Haney, Authorized Person, authorization on file 11/21/2013
** 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 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).
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.
poalillyventuresfundi
Lilly Ventures Fund I, LLC 115 West Washington Street Suite 1680-South Indianapolis, Indiana 46204 Securities and Exchange Commission Washington, D.C. 20549 Authorization Regarding Reporting Forms I hereby authorize and designate the following persons to sign and file with the Commission on behalf of Lilly Ventures Fund I, LLC Forms 3, 4 and 5 covering transactions and holdings in the common stock and other equity securities of current and future portfolio securities as required by Section 16 of the Securities Exchange Act of 1934 and the rules thereunder: James B. Lootens, Lilly Corporate Center, Indianapolis, Indiana Jamie E. Haney, Lilly Corporate Center, Indianapolis, Indiana Jonathan R. Haug, Lilly Corporate Center, Indianapolis, Indiana This authorization and designation shall remain in effect until a written revocation is signed by me and provided to the Commission. November 19, 2013 /s/ S. Edward Torres on behalf of Lilly Ventures Fund I, LLC


 
poasedwardtorres
S. Edward Torres 115 West Washington Street Suite 1680-South Indianapolis, Indiana 46204 Securities and Exchange Commission Washington, D.C. 20549 Authorization Regarding Reporting Forms I hereby authorize and designate the following persons to sign and file with the Commission on my behalf Forms 3, 4 and 5 covering transactions and holdings in the common stock and other equity securities of Lilly Ventures Fund I, LLC and other current and future portfolio securities as required by Section 16 of the Securities Exchange Act of 1934 and the rules thereunder: James B. Lootens, Lilly Corporate Center, Indianapolis, Indiana Jamie E. Haney, Lilly Corporate Center, Indianapolis, Indiana Jonathan R. Haug, Lilly Corporate Center, Indianapolis, Indiana This authorization and designation shall remain in effect until a written revocation is signed by me and provided to the Commission. November 19, 2013 /s/ S. Edward Torres


 
receptosexhibit991forfor
Exhibit 99.1 Reporting Owners Reporting Owner Name/Address Relationships Director 10% Ownership Officer Other Eli Lilly and Company Lilly Corporate Center Indianapolis, IN 46285 X Lilly Ventures Fund I, LLC 115 West Washington St. Suite 1680-South Indianapolis, IN 46204 X S. Edward Torres 115 West Washington St. Suite 1680-South Indianapolis, IN 46204 X* X *S. Edward Torres is a non-managing member of Lilly Ventures Fund I, LLC (the “Fund”) and therefore may be deemed to beneficially own the shares beneficially owned by the Fund. Mr. Torres disclaims beneficial ownership of the shares held of record by the Fund, except to the extent of his pecuniary interest therein.