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* VENROCK ASSOCIATES V LP (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/08/2013	3. Issuer Name and Ticker or Trading Symbol Receptos, Inc. [ RCPT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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	114,284(1)	I	By Funds(2)

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 Preferred Stock	(3)	(3)	Common Stock	1,152,038(4)	(3)	I	By Funds(2)
Series B Preferred Stock	(3)	(3)	Common Stock	550,872(5)	(3)	I	By Funds(2)

1. Name and Address of Reporting Person* VENROCK ASSOCIATES V LP (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VENROCK PARTNERS V L P (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Venrock Entrepreneurs Fund V, L.P. (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Venrock Management V, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Venrock Partners Management V, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* VEF Management V, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of (i) 103,120 shares of common stock held by Venrock Associates V, L.P. ("Venrock Associates"); (ii) 8,742 shares of common stock held by Venrock Partners V, L.P. ("Venrock Partners"); and (iii) 2,422 shares of common stock held by Venrock Entrepreneurs Fund V, L.P. ("Venrock Entrepreneurs").

2. The sole general partner of Venrock Associates is Venrock Management V, LLC ("Venrock Management V"). The sole general partner of Venrock Partners is Venrock Partners Management V, LLC ("Venrock Partners Management V"). The sole general partner of Venrock Entrepreneurs is VEF Management V, LLC ("VEF"). Venrock Management V, Venrock Partners Management V and VEF disclaim beneficial ownership over all shares held by Venrock Associates, Venrock Partners and Venrock Entrepreneurs, except to the extent of their indirect pecuniary interest therein.

3. The Series A Preferred Stock and Series B Preferred Stock have no expiration date and are 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 7.5 shares of Series A Preferred Stock and Series B Preferred Stock, for no additional consideration.

4. Consists of an aggregate of (i) 1,039,484 shares of common stock issuable upon conversion of shares of Series A preferred stock held by Venrock Associates; (ii) an aggregate of 88,131 shares of common stock issuable upon conversion of shares of Series A preferred stock held by Venrock Partners; and (iii) an aggregate of 24,423 shares of common stock issuable upon conversion of shares of Series A preferred stock held by Venrock Entrepreneurs.

5. Consists of an aggregate of (i) 497,053 shares of common stock issuable upon conversion of shares of Series B preferred stock held by Venrock Associates; (ii) an aggregate of 42,141 shares of common stock issuable upon conversion of shares of Series B preferred stock held by Venrock Partners; and (iii) an aggregate of 11,678 shares of common stock issuable upon conversion of shares of Series B preferred stock held by Venrock Entrepreneurs.

Remarks:

	/s/ David L. Stepp, Authorized Signatory	05/08/2013
	** Signature of Reporting Person	Date
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