ARDELYX, INC. — Director's Dealing 2014

Jun 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARDELYX, INC. (ARDX)
CIK: 0001437402
Period of Report: 2014-06-24

Reporting Person: New Enterprise Associates 12, Limited Partnership (10% Owner)
Reporting Person: NEA Partners 12, Limited Partnership (10% Owner)
Reporting Person: NEA 12 GP, LLC (10% Owner)
Reporting Person: BARRETT M JAMES (10% Owner)
Reporting Person: BARRIS PETER J (10% Owner)
Reporting Person: BASKETT FOREST (10% Owner)
Reporting Person: DRANT RYAN D (10% Owner)
Reporting Person: KERINS PATRICK J (10% Owner)
Reporting Person: KOLLURI KRISHNA KITTU (10% Owner)
Reporting Person: SANDELL SCOTT D (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-24	Common Stock	C	1415642	—	Acquired	1415642	Direct
2014-06-24	Common Stock	C	4404887	—	Acquired	5820529	Direct
2014-06-24	Common Stock	C	216573	—	Acquired	6037102	Direct
2014-06-24	Common Stock	C	72190	—	Acquired	6109292	Direct
2014-06-24	Common Stock	P	510442	$14	Acquired	6619734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-24	Series A Preferred Stock	$	C	1415642	Disposed		Common Stock (1415642)	Direct
2014-06-24	Series B Preferred Stock	$	C	4404887	Disposed		Common Stock (4404887)	Direct
2014-06-24	Series B Preferred Stock Purchase Warrant	$.09	X	217975	Disposed	2020-11-16	Series B Preferred Stock (217975)	Direct
2014-06-24	Series B Preferred Stock	$	X	217975	Acquired		Common Stock (217975)	Direct
2014-06-24	Series B Preferred Stock	$	J	1402	Disposed		Common Stock (1402)	Direct
2014-06-24	Series B Preferred Stock	$	C	216573	Disposed		Common Stock (216573)	Direct
2014-06-24	Series B Preferred Stock Purchase Warrant	$.09	X	72658	Disposed	2021-04-14	Series B Preferred Stock (72658)	Direct
2014-06-24	Series B Preferred Stock	$	X	72658	Acquired		Common Stock (72658)	Direct
2014-06-24	Series B Preferred Stock	$	J	468	Disposed		Common Stock (468)	Direct
2014-06-24	Series B Preferred Stock	$	C	72190	Disposed		Common Stock (72190)	Direct

Footnotes

F1: Each share of Series A Preferred Stock and Series B Preferred Stock automatically converted into one share of Issuer's Common Stock upon the consummation of the Issuer's initial public offering (the "IPO").

F2: The shares are directly held by New Enterprise Associates 12, Limited Partnership ("NEA 12") and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "NEA 12 Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Ryan D. Drant, Patrick J. Kerins, Krishna "Kittu" Kolluri, and Scott D. Sandell. The NEA 12 Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 12 shares in which the NEA 12 Indirect Reporting Persons have no pecuniary interest.

F3: The expiration date is not relevant to the conversion of these securities.

F4: Immediately prior to the closing of the IPO, the warrants automatically net exercised by their terms into Series B Preferred Stock, which allowed the holder to pay the exercise price of the warrants by forfeiting a portion of the exercised warrant shares with a value equal to the aggregate exercise price.

F5: These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 216,573 shares of the Issuer's Series B Preferred Stock.

F6: These shares reflect the net exercise of the preferred stock warrant pursuant to its terms into 72,190 shares of the Issuer's Series B Preferred Stock.