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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* POWELL MICHAEL (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 X 10% Owner Officer (give title below) Other (specify below)	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)

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
Stock Option (right to buy)	(1)	02/09/2019	Common Stock	9,302	$1.29	D
Series A-2 Preferred Stock	(2)	(2)	Common Stock	10,909,092	(2)	I	See Footnote.(3)
Series B Preferred Stock	(4)	(4)	Common Stock	5,363,636	(4)	I	See Footnote.(5)

Explanation of Responses:

1. In accordance with its terms, the option is immediately exercisable in full; however, the shares underlying the option are subject to vesting. As of the date of this Form 3, 7,751 shares are fully vested, with the remaining 1,551 shares vesting monthly through March 1, 2011. Any shares issued upon exercise of unvested options are subject to a repurchase right in favor of the Issuer if Dr. Powell does not satisfy the option's vesting requirements.

2. The Series A-2 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-2 Preferred Stock, for no additional consideration.

3. See attached Exhibit 99.1.

4. The Series B 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 B Preferred Stock, for no additional consideration.

5. See attached Exhibit 99.1.

	/s/ Michael Powell	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.
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 Number.