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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (1) (2) (3) | $ 15 | 11/13/2013 | A | 17,000 | (1) | (1) | Common Stock | 17,000 | $ 0 | 17,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Cohen Fred E C/O TPG GLOBAL, LLC, 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
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| By: Ronald Cami on behalf of Fred E. Cohen (4) | 11/15/2013 | |
| **Signature of Reporting Person | Date |
| * | 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) | The stock options ("Options") reported herein were granted pursuant to the 2013 Stock Incentive Plan of Tandem Diabetes Care, Inc. (the "Issuer"). The shares of Common Stock, par value $0.001 per share, of the Issuer ("Common Stock") subject to the Options will vest in equal monthly installments over the 12 months following the grant. The Options are exercisable until November 13, 2023. |
| (2) | Dr. Fred E. Cohen is a TPG Partner. TPG is affiliated with TPG Biotechnology Partners III, L.P. ("TPG Biotech III"). TPG Biotech III holds shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock of the Issuer and warrants to purchase shares of Common Stock, each of which is convertible into shares of Common Stock. |
| (3) | Dr. Cohen disclaims beneficial ownership of all of the securities that are or may be beneficially owned by TPG Biotech III or any of its affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Dr. Cohen is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise. |
| Remarks: (4) Ronald Cami is signing on behalf of Mr. Cohen pursuant to the authorization and designation letter dated July 1, 2013, which was previously filed with the Securities and Exchange Commission. | |