ARDELYX, INC. — Director's Dealing 2014

Dec 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARDELYX, INC. (ARDX)
CIK: 0001437402
Period of Report: 2014-12-23

Reporting Person: BARRETT M JAMES (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-23	Common Stock	J	10000	—	Disposed	0	Indirect
2014-12-23	Common Stock	J	296	—	Acquired	296	Direct
2014-12-23	Common Stock	J	296	—	Acquired	296	Indirect
2014-12-23	Common Stock	J	1972	—	Acquired	1972	Indirect
2014-12-26	Common Stock	S	296	$21.5449	Disposed	0	Direct
2014-12-26	Common Stock	S	296	$21.5449	Disposed	0	Indirect
2014-12-26	Common Stock	S	1972	$21.2784	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5619734	Indirect

Footnotes

F1: The Reporting Person is a manager of NEA 12 GP, LLC, ("NEA 12 GP") which is the sole general partner of NEA Partners 12, Limited Partnership ("NEA Partners 12"). NEA Partners 12 is the sole general partner of New Enterprise Associates 12, Limited Partnership ("NEA 12"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 12 in which the Reporting Person has no pecuniary interest.

F2: NEA Partners 12 made a pro rata distribution for no consideration of an aggregate of 10,000 shares of Common Stock of the Issuer to its limited partners on December 23, 2014.

F3: The Reporting Person is a manager of NEA 12 GP, the sole general partner of NEA Partners 12. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA Partners 12 in which the Reporting Person has no pecuniary interest.

F4: M. James Barrett and April Barrett received 296 shares of Common Stock of the Issuer in the distribution by NEA Partners 12 on December 23, 2014.

F5: The Barrett 2006 Family Trust received 296 shares of Common Stock of the Issuer in the distribution by NEA Partners 12 on December 23, 2014.

F6: The securities are directly held by the Barrett 2006 Family Trust. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by the Barrett 2006 Family Trust in which the Reporting Person has no pecuniary interest.

F7: New Enterprise Associates, LLC ("NEA LLC") received 1,972 shares of Common Stock of the Issuer in the distribution by NEA Partners 12 on December 23, 2014.

F8: The Reporting Person is a member of the Board of Directors of NEA LLC, which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the Issuer held by NEA LLC in which the Reporting Person has no pecuniary interest.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $21.30 to $21.84, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (9) to this Form 4.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.92 to $21.56, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (10) to this Form 4.