Edgar Filing: TANDEM DIABETES CARE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

Delphi Management Partners VIII, L.L.C.

2. Issuer Name and Ticker or Trading Symbol
TANDEM DIABETES CARE INC [TNDM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD,, BUILDING 1, SUITE 135

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2013

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/19/2013		C		3,632,552	A	$ 0	3,632,552	I	Directly owned by Delphi Ventures VIII, L.P. ⁽¹⁾
Common Stock	11/19/2013		C		35,467	A	$ 0	35,467	I	Directly owned by Delphi BioInvestments VIII, L.P. ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Preferred Stock

⁽²⁾

11/19/2013

1,113,545 ⁽³⁾

⁽²⁾

Common Stock

664,565 ⁽²⁾

$ 0

Directly owned by Delphi Ventures VIII, L.P. ⁽¹⁾

Series C Preferred Stock

⁽²⁾

11/19/2013

10,871 ⁽³⁾

⁽²⁾

Common Stock

6,488 ⁽²⁾

$ 0

Directly owned by Delphi BioInvestments VIII, L.P. ⁽¹⁾

Series D Preferred Stock

⁽²⁾

11/19/2013

4,973,160

⁽²⁾

Common Stock

2,967,987 ⁽²⁾

$ 0

Directly owned by Delphi Ventures VIII, L.P. ⁽¹⁾

Series D Preferred Stock

⁽²⁾

11/19/2013

48,558

⁽²⁾

Common Stock

28,979 ⁽²⁾

$ 0

Directly owned by Delphi BioInvestments VIII, L.P. ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Delphi Management Partners VIII, L.L.C. 3000 SAND HILL ROAD, BUILDING 1, SUITE 135 MENLO PARK, CA 94025		X
DELPHI VENTURES VIII LP 3000 SAND HILL ROAD BUILDING 1, SUITE 135 MENLO PARK, CA 94025		X
Delphi BioInvestments VIII LP 3000 SAND HILL ROAD BUILDING 1, SUITE 135 MENLO PARK, CA 94025		X
PAKIANATHAN DEEPIKA 3000 SAND HILL ROAD BUILDING 1, SUITE 135 MENLO PARK, CA 94025		X
ROEDER DOUGLAS A C/O DELPHI VENTURES, 3000 SAND HILL RD., BLDG. 1, STE. 135 MENLO PARK, CA 94025	X	X
DOUGLASS DAVID L 3000 SAND HILL ROAD BUILDING 1, SUITE 135 MENLO PARK, CA 94025		X
BOCHNOWSKI JAMES J 3000 SAND HILL ROAD BUILDING 1, SUITE 135 MENLO PARK, CA 94025		X

Signatures

/s/ Matthew T. Potter, by power of attorney for Delphi Management Partners VIII, L.L.C.		11/21/2013
^**Signature of Reporting Person		Date
/s/ Matthew T. Potter, by power of attorney for Delphi Management Partners VIII, L.L.C., as general partner of Delphi Ventures VIII, L.P.		11/21/2013
^**Signature of Reporting Person		Date
/s/ Matthew T. Potter, by power of attorney for Delphi Management Partners VIII, L.L.C., as general partner of Delphi BioInvestments VIII, L.P.		11/21/2013
^**Signature of Reporting Person		Date
/s/ Matthew T. Potter, by power of attorney for Deepika R. Pakianathan		11/21/2013
^**Signature of Reporting Person		Date
/s/ Matthew T. Potter, by power of attorney for Douglas A. Roeder		11/21/2013
^**Signature of Reporting Person		Date
/s/ Matthew T. Potter, by power of attorney for David L. Douglass		11/21/2013
^**Signature of Reporting Person		Date
/s/ Matthew T. Potter, by power of attorney for James J. Bochnowski		11/21/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Delphi Management Partners VIII, L.L.C. ("DMP"), the general partner of each of Delphi Ventures VIII, L.P. and Delphi BioInvestments VIII, L.P. (collectivley, the "Delphi Funds"), may be deemed to have the sole voting and dispositive power over the reported securities. DMP and each of its managing members disclaim beneficial ownership in the securities held by the Delphi Funds except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that DMP and each of its managing members is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2)	Each share of Preferred Stock automatically converted on a 1-to-0.5968 basis into Common Stock immediately upon the consummation of the Issuer's initial public offering and had no expiration date.
(3)	The number of shares of Preferred Stock reflects the effect of applicable anti-dilution adjustments that occurred as a result of the issuance of the Series D Preferred Stock.
Remarks: James J. Bochnowski, David L. Douglass, Deepika R. Pakianathan and Douglas A. Roeder are the managing members of DMP, which serves as the general partner to each of the Delphi Funds. Each reporting person disclaims the existence of a "group" and disclaims beneficial ownership of any securities except to the extent of such reporting person's pecuniary interest in such securities.

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