Edgar Filing: Versartis, 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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â New Leaf Ventures II, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
03/20/2014

3. Issuer Name and Ticker or Trading Symbol
Versartis, Inc. [VSAR]

(Last)

(First)

(Middle)

C/O NEW LEAF VENTURES,Â TIMES SQ. TOWER, 7 TIMES SQ., STE. 3502

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

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

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

(Street)

NEW YORK,Â NYÂ 10036

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)

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 B Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	1,821,084 ⁽¹⁾	$ 0	D ⁽²⁾	Â
Series C Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	733,880 ⁽³⁾	$ 0	D ⁽²⁾	Â
Series D1 Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	265,219 ⁽⁴⁾	$ 0	D ⁽²⁾	Â
Series D2 Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	117,342 ⁽⁵⁾	$ 0	D ⁽²⁾	Â
Series E Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	308,356 ⁽⁶⁾	$ 0	D ⁽²⁾	Â
Warrant	Â ⁽⁷⁾	Â ⁽⁸⁾	Series B Convertible Preferred Stock	759,565 ⁽⁹⁾	$ 0.45	D ⁽²⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
New Leaf Ventures II, L.P. C/O NEW LEAF VENTURES TIMES SQ. TOWER, 7 TIMES SQ., STE. 3502 NEW YORK,Â NYÂ 10036	Â X	Â X	Â	Â
New Leaf Venture Associates II, L.P. C/O NEW LEAF VENTURES TIMES SQ. TOWER, 7 TIMES SQ., STE. 3502 NEW YORK,Â NYÂ 10036	Â X	Â X	Â	Â
New Leaf Venture Management II, L.L.C. C/O NEW LEAF VENTURES TIMES SQ. TOWER, 7 TIMES SQ., STE. 3502 NEW YORK,Â NYÂ 10036	Â X	Â X	Â	Â
Chambon Philippe O. C/O NEW LEAF VENTURES TIMES SQ. TOWER, 7 TIMES SQ., STE. 3502 NEW YORK,Â NYÂ 10036	Â	Â X	Â	Â
NIEDEL JAMES C/O NEW LEAF VENTURES TIMES SQ. TOWER, 7 TIMES SQ., STE. 3502 NEW YORK,Â NYÂ 10036	Â	Â X	Â	Â
HUNT RONALD C/O NEW LEAF VENTURES TIMES SQ. TOWER, 7 TIMES SQ., STE. 3502 NEW YORK,Â NYÂ 10036	Â	Â X	Â	Â
Lathi Vijay K C/O NEW LEAF VENTURES 2500 SAND HILL ROAD, SUITE 203 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Delagardelle Jeani C/O NEW LEAF VENTURES 2500 SAND HILL ROAD, SUITE 203 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Ratcliffe Liam C/O NEW LEAF VENTURES TIMES SQ. TOWER, 7 TIMES SQ., STE. 3502 NEW YORK,Â NYÂ 10036	Â	Â X	Â	Â

Signatures

/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P., the sole general partner of New Leaf Ventures II, L.P.		03/20/2014
^**Signature of Reporting Person		Date
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C., the sole general partner of New Leaf Venture Associates II, L.P.		03/20/2014
^**Signature of Reporting Person		Date
/s/ Craig L. Slutzkin, Chief Financial Officer of New Leaf Venture Management II, L.L.C.		03/20/2014
^**Signature of Reporting Person		Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Philippe O. Chambon		03/20/2014
^**Signature of Reporting Person		Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for James Niedel		03/20/2014
^**Signature of Reporting Person		Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Ronald Hunt		03/20/2014
^**Signature of Reporting Person		Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Vijay Lathi		03/20/2014
^**Signature of Reporting Person		Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Jeani Delagardelle		03/20/2014
^**Signature of Reporting Person		Date
/s/ Craig L. Slutzkin, as Attorney-in-Fact for Liam Ratcliffe		03/20/2014
^**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 B Convertible Preferred Stock has no expiration date and will automatically convert upon the completion of the issuer's initial public offering of Common Stock on a 1-for-11.5 basis, for no additional consideration.
(2)	Represents shares directly beneficially owned by New Leaf Ventures II, L.P. ("NLV II"). New Leaf Venture Associates II, L.P. ("NLV Associates II") is the general partner of NLV II and New Leaf Venture Management II, L.L.C. ("NLV Management II") is the general partner of NLV Associates II. Philippe O. Chambon, Jeani Delagardelle, Ronald Hunt, Vijay Lathi, James Niedel and Liam Ratcliffe are the individual managers of NLV Management II (the "Individual Managers"). NLV Associates II and NLV Management II disclaim beneficial ownership of such shares, except to the extent of their pecuniary interest therein. As one of six individual managers, each of the Individual Managers disclaims beneficial ownership over the shares reported herein, and in all events disclaims pecuniary interest except to the extent of his economic interest.
(3)	The Series C Convertible Preferred Stock has no expiration date and will automatically convert upon the completion of the issuer's initial public offering of Common Stock on a 1-for-11.5 basis, for no additional consideration.
(4)	The Series D1 Convertible Preferred Stock has no expiration date and will automatically convert upon the completion of the issuer's initial public offering of Common Stock on a 1-for-11.5 basis, for no additional consideration.
(5)	The Series D2 Convertible Preferred Stock has no expiration date and will automatically convert upon the completion of the issuer's initial public offering of Common Stock on a 1-for-11.5 basis, for no additional consideration.
(6)	The Series E Convertible Preferred Stock has no expiration date and will automatically convert upon the completion of the issuer's initial public offering of Common Stock on a 1-for-11.5 basis, for no additional consideration.
(7)	The Warrant is immediately exerciseable.
(8)	The Warrant shall expire on the earlier of October 12, 2017 or the closing of the Issuer's initial public offering.
(9)	Unless exercised earlier, the Warrant to purchase shares of Series B Convertible Preferred Stock will automatically convert upon the completion of the issuer's initial public offering of Common Stock into a warrant to purchase Common Stock on a 1-for-11.5 basis.

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