SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Stein Jeffrey

(Last) (First) (Middle)
C/O TRIUS THERAPEUTICS, INC.
6310 NANCY RIDGE DRIVE, SUITE 101

(Street)
SAN DIEGO CA 92121

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/02/2010
3. Issuer Name and Ticker or Trading Symbol
Trius Therapeutics Inc [ TSRX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
5. 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 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)
Common Stock 144,010 I By The Jeff Stein and Catherine Naughton Revocable Trust
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (1) (1) Common Stock 45,454 (1) I By The Jeff Stein and Catherine Naughton Revocable Trust
Stock Option (right to buy) (2) 03/20/2017 Common Stock 142,442 $0.52 D
Stock Option (right to buy) (3) 05/20/2018 Common Stock 156,976 $1.29 D
Stock Option (right to buy) (4) 01/08/2019 Common Stock 23,255 $1.29 D
Stock Option (right to buy) (5) 01/08/2019 Common Stock 7,558 $1.29 D
Explanation of Responses:
1. The Series A-1 Preferred Stock has no expiration date and is convertible at any time at the option of the holder and will convert upon the closing of the Issuer's initial public offering at a conversion ratio of 1 share of Common Stock for every 8.6 shares of Series A-1 Preferred Stock, for no additional consideration.
2. The option is fully vested and exercisable.
3. The shares underlying the option are subject to vesting. As of the date of this Form 3, 117,732 shares are fully vested, with the remaining 39,244 shares vesting monthly through April 1, 2011.
4. The shares underlying the option are subject to vesting. As of the date of this Form 3, 11,627 shares are fully vested, with the remaining 11,628 shares vesting monthly through January 1, 2012.
5. The option is fully vested and exercisable.
/s/ John P. Schmid, Attorney-in-fact 08/02/2010
** 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 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).
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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