Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Abingworth LLP
  2. Issuer Name and Ticker or Trading Symbol
CHIASMA, INC [CHMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
38 JERMYN STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/15/2015
(Street)

LONDON, X0 SW1Y 6DN
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 07/15/2015   C   2,600,741 (1) A (1) 2,600,741 (2) I (3) See Note (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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 D' Convertible Preferred Stock (1) 07/15/2015   C     1,642,575   (1)   (1) Common Stock (2) 1,642,575 (1) 0 I (3) See Note (3)
Series E Convertible Preferred Stock (1) 07/15/2015   C     438,020   (1)   (1) Common Stock (2) 438,020 (1) 0 I (3) See Note (3)
Warrants (Right to Purchase) (4) 07/15/2015   C     410,642   (4)   (4) Common Stock (2) 410,642 (4) 0 I (3) See Note (3)
Warrants (Right to Purchase) (5) 07/15/2015   C     109,504   (5)   (5) Common Stock (2) 109,504 (5) 0 I (3) See Note (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Abingworth LLP
38 JERMYN STREET
LONDON, X0 SW1Y 6DN
    X    

Signatures

 /s/ James Abell   07/17/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Upon the closing of the Issuer's initial public offering, each share of Series D' Convertible Preferred Stock and Series E Convertible Stock automatically converted into Common Stock on a 1-for-9.132 (after reverse stock split) basis without payment of further consideration.
(2) Reflects a 1-for-9.132 reverse stock split effected on June 30, 2015.
(3) The shares are held by Abingworth Bioventures V, LP ("Abingworth"). Abingworth Bioventures V GP LP ("Abingworth GP") serves as the general partner of Abingworth. Abingworth General Partner V LLP, serves as the general partner of Abingworth GP. Abingworth (acting by its general partner Abingworth GP, acting by its general partner Abingworth General Partner V LLP) has delegated to Abingworth LLP, all investment and dispositive power over the securities held by Abingworth. The reporting person holds the reported securities indirectly through Abingworth. The reporting person disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, Abingworth or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(4) Abingworth had the right to purchase shares of the Issuer's Common Stock under the Series D' Convertible Preferred Stock Purchase Agreement at a price of $0.09, which right to purchase ceased to be exercisable upon the closing of the Issuer's initial public offering. Upon the closing of the Issuer's initial public offering, each Warrant automatically converted into Common Stock on a 1-for-9.132 basis (without payment of further consideration and with no expiration date).
(5) Abingworth had the right to purchase shares of the Issuer's Common Stock under the Series E Convertible Preferred Stock Purchase Agreement at a price of $9.13, which right to purchase ceased to be exercisable upon the closing of the Issuer's initial public offering. Upon the closing of the Issuer's initial public offering, each Warrant automatically converted into Common Stock on a 1-for-9.132 basis (without payment of further consideration and with no expiration date).

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