Edgar Filing: SCYNEXIS INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â ALTA BIOPHARMA PARTNERS II LP

2. Date of Event Requiring Statement (Month/Day/Year)
05/02/2014

3. Issuer Name and Ticker or Trading Symbol
SCYNEXIS INC [SCYX]

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, 37TH FLOOR

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 Original Filed(Month/Day/Year)

(Street)

SAN FRANCISCO,Â CAÂ 94111

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

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.

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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrant (right to buy)	12/07/2011	12/06/2016	Common Stock	4,551	$ 0.2	D ⁽¹⁾	Â
Common Stock Warrant (right to buy)	05/15/2012	05/14/2017	Common Stock	4,551	$ 0.2	D ⁽¹⁾	Â
Common Stock Warrant (right to buy)	12/11/2013	12/10/2018	Common Stock	82,454	$ 0.2	D ⁽¹⁾	Â
Common Stock Warrant (right to buy)	12/07/2011	12/06/2016	Common Stock	174	$ 0.2	I	By Alta Embarcadero BioPharma Partners II, LLC ⁽¹⁾ ⁽²⁾
Common Stock Warrant (right to buy)	05/15/2012	05/14/2017	Common Stock	174	$ 0.2	I	By Alta Embarcadero BioPharma Partners II, LLC ⁽¹⁾ ⁽²⁾
Common Stock Warrant (right to buy)	12/11/2013	12/10/2018	Common Stock	3,033	$ 0.2	I	By Alta Embarcadero BioPharma Partners II, LLC ⁽¹⁾ ⁽²⁾
Series C Preferred Stock	06/19/2002	Â ⁽³⁾	Common Stock	161,238 ⁽³⁾	$ ⁽³⁾	D ⁽¹⁾	Â
Series C Preferred Stock	06/19/2002	Â ⁽³⁾	Common Stock	5,931 ⁽³⁾	$ ⁽³⁾	I	By Alta Embarcadero BioPharma Partners II, LLC ⁽¹⁾ ⁽²⁾
Series D-1 Preferred Stock	12/11/2013	Â ⁽⁴⁾	Common Stock	50,239 ⁽⁴⁾	$ ⁽⁴⁾	D ⁽¹⁾	Â
Series D-1 Preferred Stock	12/11/2013	Â ⁽⁴⁾	Common Stock	1,848 ⁽⁴⁾	$ ⁽⁴⁾	I	By Alta Embarcadero BioPharma Partners II, LLC ⁽¹⁾ ⁽²⁾
Series D-2 Preferred Stock	12/11/2013	Â ⁽⁵⁾	Common Stock	69,476 ⁽⁵⁾	$ ⁽⁵⁾	D ⁽¹⁾	Â
Series D-2 Preferred Stock	12/11/2013	Â ⁽⁵⁾	Common Stock	2,642 ⁽⁵⁾	$ ⁽⁵⁾	I	By Alta Embarcadero BioPharma Partners II, LLC ⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ALTA BIOPHARMA PARTNERS II LP ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
ALTA BIOPHARMA MANAGEMENT II LLC ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
ALTA EMBARCADERO BIOPHARMA PARTNERS II LLC ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
CHAMPSI FARAH ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â

Signatures

By: /s/ Farah Champsi, Managing Director		05/02/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Farah Champsi (known as the "Principal") is the managing director of Alta BioPharma Management II, LLC ("ABM II") (which is the general partner of Alta BioPharma Partners II, L.P. ("ABP II")), and manager of Alta Embarcadero BioPharma Partners II, LLC ("AEBP II"). As managing director and manager of such entities, Ms. Champsi may be deemed to have voting and investment power for the shares held by ABP II and AEBP II. The Principal disclaims beneficial ownership of all such shares held by ABP II and AEBP II, except to the extent of her proportionate pecuniary interests therein.
(2)	These securities are held by AEBP II.
(3)	Each of the Series C Preferred Stock is convertible into Common Stock of the Issuer on a 1-for-3.536 basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
(4)	Each of the Series D-1 Preferred Stock is convertible into Common Stock of the Issuer on a 1-for-20.4 basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
(5)	Each of the Series D-2 Preferred Stock is convertible into Common Stock of the Issuer on a 1-for-20.4 basis at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.