Edgar Filing: TANDEM DIABETES CARE INC

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 ^*

ROEDER DOUGLAS A

2. Issuer Name and Ticker or Trading Symbol
TANDEM DIABETES CARE INC [TNDM]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O DELPHI VENTURES,, 3000 SAND HILL RD., BLDG. 1, STE. 135

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2013

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(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	11/19/2013		C		3,632,552	A	$ 0	3,632,552	I	Directly owned by Delphi Ventures VIII, L.P. ⁽¹⁾
Common Stock	11/19/2013		C		35,467	A	$ 0	35,467	I	Directly owned by Delphi BioInvestments VIII, L.P. ⁽¹⁾

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 C Preferred Stock

⁽²⁾

11/19/2013

1,113,545 ⁽³⁾

⁽²⁾

Common Stock

664,565 ⁽²⁾

$ 0

Directly owned by Delphi Ventures VIII, L.P. ⁽¹⁾

Series C Preferred Stock

⁽²⁾

11/19/2013

10,871 ⁽³⁾

⁽²⁾

Common Stock

6,488 ⁽²⁾

$ 0

Directly owned by Delphi BioInvestments VIII, L.P. ⁽¹⁾

Series D Preferred Stock

⁽²⁾

11/19/2013

4,973,160

⁽²⁾

Common Stock

2,967,987 ⁽²⁾

$ 0

Directly owned by Delphi Ventures VIII, L.P. ⁽¹⁾

Series D Preferred Stock

⁽²⁾

11/19/2013

48,558

⁽²⁾

Common Stock

28,979 ⁽²⁾

$ 0

Directly owned by Delphi BioInvestments VIII, L.P. ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROEDER DOUGLAS A C/O DELPHI VENTURES, 3000 SAND HILL RD., BLDG. 1, STE. 135 MENLO PARK, CA 94025	X	X

Signatures

/s/ Matthew T. Potter, by power of attorney for Douglas A. Roeder		11/21/2013
^**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)	The Reporting Person is a managing member of Delphi Management Partners VIII, L.L.C. ("DMP"), the general partner of each of Delphi Ventures VIII, L.P. and Delphi BioInvestments VIII, L.P. (collectively, the "Delphi Funds"). As a managing member of DMP, the Reporting Person shares voting and investment power over the securities held by the Delphi Funds and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of such securities held by the Delphi Funds, except to the extent of his proportionate pecuniary interest therein.
(2)	Each share of Preferred Stock automatically converted on a 1-to-0.5968 basis into Common Stock immediately upon the consummation of the Issuer's initial public offering and had no expiration date.
(3)	The number of shares of Preferred Stock reflects the effect of applicable anti-dilution adjustments that occurred as a result of the issuance of the Series D Preferred Stock.

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