VHCP Co-Investment Holdings II Form 4 Tricida / Nimish P Shah ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners II, L.P.

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Tricida, Inc. [ TCDA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2022

4. If Amendment, Date of 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

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	10/24/2022		S		2,113,948⁽¹⁾	D	$0.61⁽²⁾	8,088,998	I	By Funds⁽³⁾
Common Stock	10/25/2022		S		1,970,418⁽⁴⁾	D	$0.57⁽⁵⁾	6,118,580	I	By Funds⁽³⁾
Common Stock	10/26/2022		S		2,367,174⁽⁶⁾	D	$0.46⁽⁷⁾	3,751,406	I	By Funds⁽³⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners II, L.P.

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings II, LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VHCP Management II, LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners III, L.P.

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VHCP Co-Investment Holdings III, LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VHCP Management III, LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Venrock Healthcare Capital Partners EG, L.P.

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

VHCP Management EG, LLC

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Koh Bong Y

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Shah Nimish P

(Last)

(First)

(Middle)

C/O VENROCK

3340 HILLVIEW AVENUE

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

Explanation of Responses:

1. Consists of (i) 202,708 shares sold by Venrock Healthcare Capital Partners II, L.P. ("VHCP II"), (ii) 82,148 shares sold by VHCP Co-Investment Holdings II, LLC ("VHCP Co-2"), (iii) 617,948 shares sold by Venrock Healthcare Capital Partners III, L.P. ("VHCP III"), (iv) 61,806 shares sold by VHCP Co-Investment Holdings III, LLC ("VHCP Co-3") and (v) 1,149,338 shares sold by Venrock Healthcare Capital Partners EG, L.P. ("VHCP EG").

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.59 to $0.63, 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 ranges set forth in this footnote.

3. VHCP Management II, LLC ("VHCPM II") is the general partner of Venrock Healthcare Capital Partners II, L.P. ("VHCP II") and the manager of VHCP Co-Investment Holdings II, LLC ("VHCP Co-2"). VHCP Management III, LLC ("VHCPM III") is the general partner of VHCP III and the manager of VHCP Co-3. VHCP Management EG, LLC ("VHCPM EG") is the general partner of VHCP EG. Messrs. Shah and Koh are the voting members of VHCPM II, VHCPM III and VHCPM EG. Each of VHCPM II, VHCPM III, VHCPM EG, Shah and Koh expressly disclaims beneficial ownership over all shares held by VHCP II, VHCP Co-2, VHCP III, VHCP Co-3 and VHCP EG except to the extent of its or his indirect pecuniary interest therein.

4. The shares sold on October 25, 2022 consist of (i) 188,945 shares sold by VHCP II, (ii) 76,569 shares sold by VHCP Co-2, (iii) 575,992 shares sold by VHCP III, (iv) 57,610 shares sold by VHCP Co-3 and (v) 1,071,302 shares sold by VHCP EG.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.52 to $0.64, 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 ranges set forth in this footnote.

6. The shares sold on October 26, 2022 consist of (i) 226,991 shares sold by VHCP II, (ii) 91,988 shares sold by VHCP Co-2, (iii) 691,971 shares sold by VHCP III, (iv) 69,208 shares sold by VHCP Co-3 and (v) 1,287,016 shares sold by VHCP EG.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.43 to $0.53, 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 ranges set forth in this footnote.

Remarks:

	/s/ David L. Stepp, Authorized Signatory	10/26/2022
	David L. Stepp, Authorized Signatory	10/26/2022
	David L. Stepp, Authorized Signatory	10/26/2022
	David L. Stepp, Authorized Signatory	10/26/2022
	David L. Stepp, Authorized Signatory	10/26/2022
	David L. Stepp, Authorized Signatory	10/26/2022
	David L. Stepp, Authorized Signatory	10/26/2022
	David L. Stepp, Authorized Signatory	10/26/2022
	David L. Stepp, Attorney-in-fact	10/26/2022
	David L. Stepp, Attorney-in-fact	10/26/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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VHCP Co-Investment Holdings II Form 4Tricida / Nimish P Shah ownership change