Edgar Filing: Egalet Corp

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 ^*

Index Venture Associates III Ltd

2. Issuer Name and Ticker or Trading Symbol
Egalet Corp [EGLT]

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)

NO. 1 SEATON PLACE

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2014

(Street)

ST. HELIER, Y9 JE4 8YJ

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	02/11/2014		C		148,950 ⁽³⁾	A	⁽⁸⁾	148,950 ⁽³⁾	D ⁽¹⁾ ⁽³⁾
Common Stock	02/11/2014		C		83,377 ⁽³⁾	A	⁽⁹⁾	232,327 ⁽³⁾	D ⁽¹⁾ ⁽³⁾
Common Stock	02/11/2014		C		44,207 ⁽³⁾	A	⁽¹⁰⁾	276,534 ⁽³⁾	D ⁽¹⁾ ⁽³⁾
Common Stock	02/11/2014		X		23,284 ⁽³⁾	A	$ 0.001	299,818 ⁽³⁾	D ⁽¹⁾ ⁽³⁾
Common Stock	02/11/2014		C		28,242 ⁽³⁾	A	$ 6	328,060 ⁽³⁾	D ⁽¹⁾ ⁽³⁾
Common Stock	02/11/2014		C		66,450 ⁽³⁾	A	$ 6	394,510 ⁽³⁾	D ⁽¹⁾ ⁽³⁾
Common Stock								89,227 ⁽³⁾	I	By Egalet A/S ⁽²⁾
Common Stock	02/11/2014		C		302,576 ⁽⁴⁾	A	⁽⁸⁾	302,576 ⁽⁴⁾	D ⁽¹⁾ ⁽⁴⁾
Common Stock	02/11/2014		C		169,372 ⁽⁴⁾	A	⁽⁹⁾	471,948 ⁽⁴⁾	D ⁽¹⁾ ⁽⁴⁾
Common Stock	02/11/2014		C		89,800 ⁽⁴⁾	A	⁽¹⁰⁾	561,748 ⁽⁴⁾	D ⁽¹⁾ ⁽⁴⁾
Common Stock	02/11/2014		X		47,298 ⁽⁴⁾	A	$ 0.001	609,046 ⁽⁴⁾	D ⁽¹⁾ ⁽⁴⁾
Common Stock	02/11/2014		C		57,370 ⁽⁴⁾	A	$ 6	666,416 ⁽⁴⁾	D ⁽¹⁾ ⁽⁴⁾
Common Stock	02/11/2014		C		134,988 ⁽⁴⁾	A	$ 6	801,404 ⁽⁴⁾	D ⁽¹⁾ ⁽⁴⁾
Common Stock								181,256 ⁽⁴⁾	I	By Egalet A/S ⁽²⁾
Common Stock	02/11/2014		C		5,390 ⁽⁵⁾	A	⁽⁸⁾	5,390 ⁽⁵⁾	D ⁽¹⁾ ⁽⁵⁾
Common Stock	02/11/2014		C		3,017 ⁽⁵⁾	A	⁽⁹⁾	8,407 ⁽⁵⁾	D ⁽¹⁾ ⁽⁵⁾
Common Stock	02/11/2014		C		1,600 ⁽⁵⁾	A	⁽¹⁰⁾	10,007 ⁽⁵⁾	D ⁽¹⁾ ⁽⁵⁾
Common Stock	02/11/2014		X		842 ⁽⁵⁾	A	$ 0.001	10,849 ⁽⁵⁾	D ⁽¹⁾ ⁽⁵⁾
Common Stock	02/11/2014		C		1,021 ⁽⁵⁾	A	$ 6	11,870 ⁽⁵⁾	D ⁽¹⁾ ⁽⁵⁾
Common Stock	02/11/2014		C		2,403 ⁽⁵⁾	A	$ 6	14,273 ⁽⁵⁾	D ⁽¹⁾ ⁽⁵⁾
Common Stock								3,229 ⁽⁵⁾	I	By Egalet A/S ⁽²⁾
Common Stock	02/11/2014		C		3,685 ⁽⁶⁾	A	⁽⁸⁾	3,685 ⁽⁶⁾	D ⁽¹⁾ ⁽⁶⁾
Common Stock	02/11/2014		C		2,062 ⁽⁶⁾	A	⁽⁹⁾	5,747 ⁽⁶⁾	D ⁽¹⁾ ⁽⁶⁾
Common Stock	02/11/2014		C		1,093 ⁽⁶⁾	A	⁽¹⁰⁾	6,840 ⁽⁶⁾	D ⁽¹⁾ ⁽⁶⁾
Common Stock	02/11/2014		X		3,500 ⁽⁶⁾	A	$ 0.001	10,340 ⁽⁶⁾	D ⁽¹⁾ ⁽⁶⁾
Common Stock	02/11/2014		C		698 ⁽⁶⁾	A	$ 6	11,038 ⁽⁶⁾	D ⁽¹⁾ ⁽⁶⁾
Common Stock	02/11/2014		C		9,991 ⁽⁶⁾	A	$ 6	21,029 ⁽⁶⁾	D ⁽¹⁾ ⁽⁶⁾
Common Stock								2,603 ⁽⁶⁾	I	By Egalet A/S ⁽²⁾
Common Stock	02/11/2014		X		192,076 ⁽⁷⁾	A	$ 0.001	192,076 ⁽⁷⁾	D ⁽¹⁾ ⁽⁷⁾
Common Stock	02/11/2014		C		548,186 ⁽⁷⁾	A	$ 6	740,262 ⁽⁷⁾	D ⁽¹⁾ ⁽⁷⁾

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)

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 A-2 Preferred Stock

⁽⁸⁾

02/11/2014

148,950 ⁽³⁾

⁽⁸⁾

Common Stock

148,950 ⁽³⁾ ⁽⁸⁾

$ 0

D ⁽¹⁾ ⁽³⁾

Series B Preferred Stock

⁽⁹⁾

02/11/2014

83,377 ⁽³⁾

⁽⁹⁾

Common Stock

83,377 ⁽³⁾ ⁽⁹⁾

$ 0

D ⁽¹⁾ ⁽³⁾

Series B-1 Preferred Stock

⁽¹⁰⁾

02/11/2014

44,207 ⁽³⁾

⁽¹⁰⁾

Common Stock

44,207 ⁽³⁾ ⁽¹⁰⁾

$ 0

D ⁽¹⁾ ⁽³⁾

Warrants

$ 0.001

02/11/2014

23,284 ⁽³⁾

⁽¹¹⁾

Common Stock

23,284 ⁽³⁾

$ 0

D ⁽¹⁾ ⁽³⁾

Subordinated Convertible Debt

$ 6

02/11/2014

$ 169,452 ⁽³⁾

⁽¹²⁾

Common Stock

28,242 ⁽³⁾

$ 0

D ⁽¹⁾ ⁽³⁾

Senior Convertible Debt

$ 6

02/11/2014

$ 398,711 ⁽³⁾

⁽¹³⁾

Common Stock

66,450 ⁽³⁾

$ 0

D ⁽¹⁾ ⁽³⁾

Series A-2 Preferred Stock

⁽⁸⁾

02/11/2014

302,576 ⁽⁴⁾

⁽⁸⁾

Common Stock

302,576 ⁽⁴⁾ ⁽⁸⁾

$ 0

D ⁽¹⁾ ⁽⁴⁾

Series B Preferred Stock

⁽⁹⁾

02/11/2014

169,372 ⁽⁴⁾

⁽⁹⁾

Common Stock

169,372 ⁽⁴⁾ ⁽⁹⁾

$ 0

D ⁽¹⁾ ⁽⁴⁾

Series B-1 Preferred Stock

⁽¹⁰⁾

02/11/2014

89,800 ⁽⁴⁾

⁽¹⁰⁾

Common Stock

89,800 ⁽⁴⁾

$ 0

D ⁽¹⁾ ⁽⁴⁾

Warrants

$ 0.001

02/11/2014

47,298 ⁽⁴⁾

⁽¹¹⁾

Common Stock

47,298 ⁽⁴⁾

$ 0

D ⁽¹⁾ ⁽⁴⁾

Subordinated Convertible Debt

$ 6

02/11/2014

$ 344,224 ⁽⁴⁾

⁽¹²⁾

Common Stock

57,370 ⁽⁴⁾

$ 0

D ⁽¹⁾ ⁽⁴⁾

Senior Convertible Debt

$ 6

02/11/2014

$ 809,939 ⁽⁴⁾

⁽¹³⁾

Common Stock

134,988 ⁽⁴⁾

$ 0

D ⁽¹⁾ ⁽⁴⁾

Series A-2 Preferred Stock

⁽⁸⁾

02/11/2014

5,390 ⁽⁵⁾

⁽⁸⁾

Common Stock

5,390 ⁽⁵⁾ ⁽⁸⁾

$ 0

D ⁽¹⁾ ⁽⁵⁾

Series B Preferred Stock

⁽⁹⁾

02/11/2014

3,017 ⁽⁵⁾

⁽⁹⁾

Common Stock

3,017 ⁽⁵⁾ ⁽⁹⁾

$ 0

D ⁽¹⁾ ⁽⁵⁾

Series B-1 Preferred Stock

$ 10

02/11/2014

1,600 ⁽⁵⁾

⁽¹⁰⁾

Common Stock

1,600 ⁽⁵⁾ ⁽¹⁰⁾

$ 0

D ⁽¹⁾ ⁽⁵⁾

Warrants

$ 0.001

02/11/2014

842 ⁽⁵⁾

⁽¹¹⁾

Common Stock

842 ⁽⁵⁾

$ 0

D ⁽¹⁾ ⁽⁵⁾

Subordinated Convertible Debt

$ 6

02/11/2014

$ 6,132 ⁽⁵⁾

⁽¹²⁾

Common Stock

1,021 ⁽⁵⁾

$ 0

D ⁽¹⁾ ⁽⁵⁾

Senior Convertible Debt

$ 6

02/11/2014

$ 14,427 ⁽⁵⁾

⁽¹³⁾

Common Stock

2,403 ⁽⁵⁾

$ 0

D ⁽¹⁾ ⁽⁵⁾

Series A-2 Preferred Stock

⁽⁸⁾

02/11/2014

3,685 ⁽⁶⁾

⁽⁸⁾

Common Stock

3,685 ⁽⁶⁾ ⁽⁸⁾

$ 0

D ⁽¹⁾ ⁽⁶⁾

Series B Preferred Stock

⁽⁹⁾

02/11/2014

2,062 ⁽⁶⁾

⁽⁹⁾

Common Stock

2,062 ⁽⁶⁾ ⁽⁹⁾

$ 0

D ⁽¹⁾ ⁽⁶⁾

Series B-1 Preferred Stock

⁽¹⁰⁾

02/11/2014

1,093 ⁽⁶⁾

⁽¹⁰⁾

Common Stock

1,093 ⁽⁶⁾ ⁽¹⁰⁾

$ 0

D ⁽¹⁾ ⁽⁶⁾

Warrants

$ 0.001

02/11/2014

3,500 ⁽⁶⁾

⁽¹¹⁾

Common Stock

3,500 ⁽⁶⁾

$ 0

D ⁽¹⁾ ⁽⁶⁾

Subordinated Convertible Debt

$ 6

02/11/2014

$ 4,192 ⁽⁶⁾

⁽¹²⁾

Common Stock

698 ⁽⁶⁾

$ 0

D ⁽¹⁾ ⁽⁶⁾

Senior Convertible Debt

$ 6

02/11/2014

$ 59,953 ⁽⁶⁾

⁽¹³⁾

Common Stock

9,991 ⁽⁶⁾

$ 0

D ⁽¹⁾ ⁽⁶⁾

Warrants

$ 0.001

02/11/2014

192,076 ⁽⁷⁾

⁽¹¹⁾

Common Stock

192,076 ⁽⁷⁾

$ 0

D ⁽¹⁾ ⁽⁷⁾

Senior Convertible Debt

$ 6

02/11/2014

$ 3,289,131 ⁽⁷⁾

⁽¹³⁾

Common Stock

548,186 ⁽⁷⁾

$ 0

D ⁽¹⁾ ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Index Venture Associates III Ltd NO. 1 SEATON PLACE ST. HELIER, Y9 JE4 8YJ		X
Index Ventures III (Jersey) L.P. NO. 1 SEATON PLACE ST. HELIER, Y9 JE4 8YJ		X
Index Ventures III (Delaware) L.P. NO. 1 SEATON PLACE ST. HELIER, Y9 JE4 8YJ		X
Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. NO. 1 SEATON PLACE ST. HELIER, Y9 JE4 8YJ		X
Yucca (Jersey) SLP NO. 1 SEATON PLACE ST. HELIER, Y9 JE4 8YJ		X
INDEX VENTURES LIFE VI (JERSEY) L.P. NO. 1 SEATON PLACE ST. HELIER, Y9 JE4 8YJ		X

Signatures

By: Stan Musial, Attorney in fact for Index Venture Associates III Ltd.		02/13/2014
^**Signature of Reporting Person		Date
By: Stan Musial, Attorney in fact for Index Ventures III (Jersey), L.P.		02/13/2014
^**Signature of Reporting Person		Date
By: Stan Musial, Attorney in fact for Index Ventures III (Delaware), L.P.		02/13/2014
^**Signature of Reporting Person		Date
By: Stan Musial, Attorney in fact for Index Ventures III Parallel Entrepreneur Fund (Jersey)		02/13/2014
^**Signature of Reporting Person		Date
By: Stan Musial, Attorney in fact for Yucca (Jersey) SLP		02/13/2014
^**Signature of Reporting Person		Date
By: Stan Musial, Attorney in fact for Index Ventures Life VI (Jersey) L.P.		02/13/2014
^**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)	These securities are owned, as indicated, by Index Ventures III (Jersey), L.P. ("Jersey"), Index Ventures III (Delaware), L.P. ("Delaware"), or Index Ventures III Parallel Entrepreneur Fund (Jersey) L.P. ("Index PEF"), of which Index Venture Associates III Ltd. ("Index Associates") is the general partner, or Yucca (Jersey) SLP ("Yucca") or Index Ventures Life VI (Jersey) L.P. ("Index VI"), of which Index Associates is an affiliate. Index Associates, Jersey, Delaware, Index PEF, Yucca and Index VI (collectively, the "Index Entities") are members of a "group" for purposes of Section 13(d) of the Exchange Act. This Form 4 is being filed jointly by the Index Entities in connection with the consummation of Egalet Corporation's initial public offering. Each of the Index Entities disclaims beneficial ownership of the securities held of record by any of the other Index Entities, except, in each case, to the extent of their respective proportionate pecuniary interest(s) therein.
(2)	The reporting person is Egalet A/S, a corporation. Jersey, Delaware, Index PEF and Yucca are 6.90%, 14.03%, 0.25% and 0.20% equityholders of Egalet A/S, respectively.
(3)	These securities are owned by Jersey.
(4)	These securities are owned by Delaware.
(5)	These securities are owned by Index PEF.
(6)	These securities are owned by Yucca
(7)	These securities are owned by Index VI.
(8)	The Series A-2 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.
(9)	The Series B Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.
(10)	The Series B-1 Preferred Stock automatically converted into Egalet Corporation common stock on a 1-for-1 basis immediately prior to the consummation of Egalet Corporation's initial public offering.
(11)	The warrants were automatically exercised into Egalet Corporation common stock immediately prior to the consummation of the Egalet Corporation's initial public offering on a 1-for-1 basis, pursuant to the securityholders' purchase of a specified minimum amount of common stock in such offering.
(12)	The subordinated convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.
(13)	The senior convertible debt automatically converted into Egalet Corporation common stock immediately prior to the consummation of Egalet Corporation's initial public offering, based on a conversion price equal to 50% of the per share price in such offering, which was $12 per share.

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