SEC FORM 4 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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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*
COUFAL SANDRA I

(Last) (First) (Middle)
7000 SHORELINE COURT
SUITE 201

(Street)
SOUTH SAN FRANCISCO CA 94080

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 05/31/2019 A 1,879(1) A $0 219,078 D
Common Stock 893,292 I(2)(3) By Sibling Capital Fund II-A L.P.(2)(3)
Common Stock 3,139,600 I(2)(4) By Sibling Capital Fund II-B L.P.(2)(4)
Common Stock 1,810,195 I(2)(5) By Sibling Capital Fund II-C L.P.(2)(5)
Common Stock 599,379 I(2)(6) By Sibling Capital Fund II-D L.P.(2)(6)
Common Stock 463,158 I(2)(7) By Sibling Insiders Fund II L.P.(2)(7)
Common Stock 15,725 I By Coufal Irrevocable Trust(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $36.74 05/31/2019 A 7,068 (9) 05/31/2029 Common Stock 7,068 $0 7,068 D
Explanation of Responses:
1. Represents restricted stock units ("RSUs") that vest on the earlier of (i) the one-year anniversary of May 31, 2019 (the "Grant Date") and (ii) the Issuer's next regularly scheduled annual meeting of stockholders that occurs following the Grant Date (the "Next Annual Meeting"), subject to the Reporting Person's continuous service as a non-employee director through such vesting date. Each RSU represents a contingent right to receive one share of Common Stock.
2. The Reporting Person is co-manager of SCV, SCV II, SCV III, SCV IV and Sibling Insiders LLC and, as such, may be deemed to have voting and investment power with respect to the shares held by the Sibling Funds. The Reporting Person disclaims beneficial ownership of shares held by the Sibling Funds, except to the extent of her proportionate pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
3. The shares are held directly by Sibling Capital Fund II-A L.P. ("Sibling A"). SCV is the sole general partner of Sibling A.
4. The shares are held directly by Sibling Capital Fund II-B L.P. ("Sibling B"). Sibling Capital Ventures II LLC ("SCV II") is the sole general partner of Sibling B.
5. The shares are held directly by Sibling Capital Fund II-C L.P. ("Sibling C"). Sibling Capital Ventures III LLC ("SCV III") is the sole general partner of Sibling C.
6. The shares are held directly by Sibling Capital Fund II-D L.P. ("Sibling D"). Sibling Capital Ventures IV LLC ("SCV IV") is the sole general partner of Sibling D.
7. The shares are held directly by Sibling Insiders Fund II L.P. ("Sibling Insiders Fund", and together with Sibling A, Sibling B, Sibling C and Sibling D, the "Sibling Funds"). Sibling Insiders II LLC ("Sibling Insiders LLC") is the sole general partner of Sibling Insiders Fund.
8. The spouse of the Reporting Person is the sole trustee of the Coufal Irrevocable Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Coufal Irrevocable Trust except to the extent of her pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
9. Subject to the Reporting Person's continuous service to the Issuer as a non-employee director through each vesting date, this option vests ratably on a monthly basis, on the monthly anniversary of May 31, 2019 ("Option Date"), over the one-year period following the Option Date so that the option shall be 100% vested and exercisable on the one-year anniversary of the Option Date ("Vesting Date"); provided, however, if the Next Annual Meeting occurs prior to the Vesting Date, then the option shall vest in full immediately prior to the Next Annual Meeting.
Remarks:
Exhibit 24 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24 to the Form 4 filed by the reporting person on December 28, 2018)
/s/ Edward J. Hejlek, attorney-in-fact 06/04/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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