Edgar Filing: Achaogen 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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Versant Ventures II LLC

2. Date of Event Requiring Statement (Month/Day/Year)
03/11/2014

3. Issuer Name and Ticker or Trading Symbol
Achaogen Inc [AKAO]

(Last)

(First)

(Middle)

3000 SAND HILL ROAD,Â BUILDING 4, SUITE 210

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)

MENLO PARK,Â CAÂ 94025

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)
Common Stock	51 ⁽¹⁾	I	See Footnotes ⁽²⁾ ⁽⁵⁾
Common Stock	278 ⁽¹⁾	I	See Footnotes ⁽³⁾ ⁽⁵⁾
Common Stock	31,197 ⁽¹⁾	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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)
Series A Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	5,482 ⁽¹⁾ ⁽⁸⁾	$ 0	I	See Footnotes ⁽²⁾ ⁽⁵⁾
Series A Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	2,582 ⁽¹⁾ ⁽⁸⁾	$ 0	I	See Footnotes ⁽³⁾ ⁽⁵⁾
Series A Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	288,917 ⁽¹⁾ ⁽⁸⁾	$ 0	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾
Series B Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	4,063 ⁽¹⁾ ⁽⁹⁾	$ 0	I	See Footnotes ⁽²⁾ ⁽⁵⁾
Series B Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	1,913 ⁽¹⁾ ⁽⁹⁾	$ 0	I	See Footnotes ⁽³⁾ ⁽⁵⁾
Series B Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	214,118 ⁽¹⁾ ⁽⁹⁾	$ 0	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾
Series C Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	6,320 ⁽¹⁾ ⁽¹⁰⁾	$ 0	I	See Footnotes ⁽²⁾ ⁽⁵⁾
Series C Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	2,975 ⁽¹⁾ ⁽¹⁰⁾	$ 0	I	See Footnotes ⁽³⁾ ⁽⁵⁾
Series C Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	333,119 ⁽¹⁾ ⁽¹⁰⁾	$ 0	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾
Series D Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	5,058 ⁽¹⁾ ⁽¹¹⁾	$ 0	I	See Footnotes ⁽²⁾ ⁽⁵⁾
Series D Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	2,382 ⁽¹⁾ ⁽¹¹⁾	$ 0	I	See Footnotes ⁽³⁾ ⁽⁵⁾
Series D Preferred Stock	Â ⁽⁶⁾	Â ⁽⁷⁾	Common Stock	266,543 ⁽¹⁾ ⁽¹¹⁾	$ 0	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Versant Ventures II LLC 3000 SAND HILL ROAD BUILDING 4, SUITE 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Versant Side Fund II, LP 3000 SAND HILL ROAD BLDG. 4, STE. 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Versant Affiliates Fund II-A, LP 3000 SAND HILL ROAD BLDG. 4, STE. 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Versant Venture Capital II, LP 3000 SAND HILL ROAD BLDG. 4, STE. 210 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

Versant Venture Capital II, L.P. By: /s/ Robin L. Praeger, Attorney-in-Fact		03/11/2014
^**Signature of Reporting Person		Date
Versant Side Fund II, L.P. By: /s/ Robin L. Praeger, Attorney-in-Fact		03/11/2014
^**Signature of Reporting Person		Date
Versant Affiliates Fund II-A, L.P. By: /s/ Robin L. Praeger, Attorney-in-Fact		03/11/2014
^**Signature of Reporting Person		Date
Versant Ventures II, LLC By: /s/ Robin Preager, CFO		03/11/2014
^**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)	Reflects a 1-for-11 reverse stock split of the Issuer's outstanding securities effected prior to the effectiveness of the Issuer's S-1 Registration Statement.
(2)	Securities held of record by Versant Affiliates Fund II-A, L.P. ("VAF-IIA").
(3)	Securities held of record by Versant Side Fund II, L.P. ("VSF II").
(4)	Securities held of record by Versant Venture Capital II, L.P. ("VVC II").
(5)	Versant Ventures II, LLC ("VV II") serves as the sole general partner of VAF II-A, VSF II and VVC II and owns no shares directly. Brian G. Atwood, Ross A. Jaffe, M.D., Samuel D. Colella, Donald B. Milder, Rebecca B. Robertson, Bradley J. Bolzon, Ph.D., William J. Link, Ph.D., Charles M. Warden, and Barbara N. Lubash, as managing directors of VV II, share voting and investment authority over the shares held by VAF II-A, VSF II and VVC II; however, they disclaim beneficial ownership of the shares held by VAF II-A, VSF II and VVC II except to the extent of their pecuniary interests therein.
(6)	The shares will convert into Common Stock immediately prior to the closing of the Issuer's initial public offering.
(7)	The shares do not have an expiration date.
(8)	Each share of Series A Preferred Stock will automatically convert on a 1-to-1.147541 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
(9)	Each share of Series B Preferred Stock will automatically convert on a 1-to-1.328671 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
(10)	Each share of Series C Preferred Stock will automatically convert on a 1-to-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.
(11)	Each share of Series D Preferred Stock will automatically convert on a 1-to-1 basis into Common Stock immediately prior to the closing of the Issuer's initial public offering.

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