Edgar Filing: Cara Therapeutics, 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â ALTA BIOPHARMA PARTNERS III LP

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2014

3. Issuer Name and Ticker or Trading Symbol
Cara Therapeutics, Inc. [CARA]

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER, 37TH FLOOR,Â

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)

SAN FRANCISCO,Â CAÂ 94111

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	0	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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 C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,118,675	$ ⁽¹⁾	I	See Footnote ⁽²⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	75,129	$ ⁽¹⁾	I	See Footnote ⁽³⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	27,568	$ ⁽¹⁾	I	See Footnote ⁽⁴⁾
Series D Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	531,442	$ ⁽⁵⁾	I	See Footnote ⁽²⁾
Series D Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	35,691	$ ⁽⁵⁾	I	See Footnote ⁽³⁾
Series D Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	13,097	$ ⁽⁵⁾	I	See Footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ALTA BIOPHARMA PARTNERS III LP ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
ALTA BIOPHARMA PARTNERS III GMBH & CO BETEILIGUNGS KG C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
ALTA BIOPHARMA MANAGEMENT III LLC C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
CHAMPSI FARAH C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
PENHOET EDWARD C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â
HURWITZ EDWARD C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â X	Â X	Â	Â
ALTA EMBARCADERO BIOPHARMA PARTNERS III LLC C/O ALTA PARTNERS ONE EMBARCADERO CENTER, 37TH FLOOR SAN FRANCISCO,Â CAÂ 94111	Â	Â X	Â	Â

Signatures

/s/Darren DeStefano, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date
Darren DeStefano, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date
Darren DeStefano, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date
Darren DeStefano, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date
Darren DeStefano, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date
Darren DeStefano, Attorney-in-Fact		01/30/2014
^**Signature of Reporting Person		Date
Darren DeStefano, Attorney-in-Fact		01/30/2014
^**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)	The Series C Preferred Stock will automatically convert on a 1-for-2.1129 basis into shares of common stock upon the closing of the issuer's initial public offering. The Series C Preferred Stock has no expiration date.
(2)	These shares are held of record by Alta BioPharma Partners III, L.P. ("ABP III"). Alta BioPharma Management III, LLC ("ABM III") is the general partner of ABP III. Edward Hurwitz, a director of the issuer, Farah Champsi and Edward Penhoet are directors of ABM III and may be deemed to share dispositive and voting power over the shares held by ABP III. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its respective pecuniary interest therein.
(3)	These shares are held of record by Alta BioPharma Partners III GmbH & Co. Beteiligungs KG ("GmbH"). ABM III is the managing limited partner of GmbH. Edward Hurwitz, a director of the issuer, Farah Champsi and Edward Penhoet are directors of ABM III and may be deemed to share dispositive and voting power over the shares held by GmbH. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its respective pecuniary interest therein.
(4)	These shares are held of record by Alta Embarcadero BioPharma Partners III, LLC ("Embarcadero"). Edward Hurwitz, a director of the issuer, Farah Champsi and Edward Penhoet are the managers of Embarcadero and may be deemed to share dispositive and voting power over the shares held by Embarcadero. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of his, her or its respective pecuniary interest therein.
(5)	The Series D Preferred Stock will automatically convert on a 1-for-2.5 basis into shares of common stock upon the closing of the issuer's initial public offering. The Series D Preferred Stock has no expiration date.
Â Remarks: ExhibitÂ ListÂ -Â ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.