ARDELYX, INC. — Director's Dealing 2014

Jun 18, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ARDELYX, INC. (ARDX)
CIK: 0001437402
Period of Report: 2014-06-18

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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$0		Common Stock (1415642)		Direct
Series B Preferred Stock	$0		Common Stock (4404887)		Direct
Series B Preferred Stock Purchase Warrant	$.09	2020-11-16	Series B Preferred Stock (217975)		Direct
Series B Preferred Stock Purchase Warrant	$.09	2021-04-14	Series B Preferred Stock (72658)		Direct

Footnotes

F1: Each share of Series A and Series B Preferred Stock will automatically convert on a one-to-one basis into Common Stock immediately prior to the consummation of the Issuer's initial public offering.

F2: The securities are immediately convertible or exercisable, as applicable.

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

F4: Reflects a one-for-nine reverse split of the Issuer's stock effected immediately prior to the consummation of the Issuer's initial public offering.

F5: 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.

F6: The Series B Preferred Stock Purchase Warrants will be automatically exercised on a net basis into shares of Series B Preferred Stock based on the final public offering price of the Company's Common Stock immediately prior to the consummation of the Issuer's initial public offering. Such warrants cease to be exercisable following such initial public offering.