Edgar Filing: TANDEM DIABETES CARE INC

Ownership Submission

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, 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 ^*

Â Allen Dick

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2013

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

(Last)

(First)

(Middle)

C/O TANDEM DIABETES CARE, INC.,,Â 11045 ROSELLE STREET

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

SAN DIEGO,Â CAÂ 92121

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 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	687	I	See footnote ⁽¹⁾
Common Stock	223	I	See footnote ⁽²⁾
Common Stock	223	I	See footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	38,454	$ 0	I	See footnote ⁽⁶⁾
Series A Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	3,691	$ 0	I	See footnote ⁽¹⁾
Series B Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	13,258	$ 0	I	See footnote ⁽⁶⁾
Series B Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	1,004	$ 0	I	See footnote ⁽¹⁾
Series C Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	9,842	$ 0	I	See footnote ⁽⁶⁾
Series C Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	4,921	$ 0	I	See footnote ⁽¹⁾
Series D Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	50,044	$ 0	I	See footnote ⁽⁶⁾
Series D Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	28,672	$ 0	I	See footnote ⁽¹⁾
Series D Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	596	$ 0	I	See footnote ⁽²⁾
Series D Preferred Stock	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	596	$ 0	I	See footnote ⁽³⁾
Preferred Stock Warrant	Â ⁽⁷⁾	08/31/2021	Common Stock ⁽⁸⁾	22,727 ⁽⁸⁾	$ 4.4 ⁽⁸⁾	I	See footnote ⁽⁶⁾
Preferred Stock Warrant	Â ⁽⁷⁾	08/31/2021	Common Stock ⁽⁹⁾	4,545 ⁽⁹⁾	$ 4.4 ⁽⁹⁾	I	See footnote ⁽¹⁾
Preferred Stock Warrant	Â ⁽⁷⁾	05/25/2022	Common Stock ⁽¹⁰⁾	9,999 ⁽¹⁰⁾	$ 4.4 ⁽¹⁰⁾	I	See footnote ⁽⁶⁾
Preferred Stock Warrant	Â ⁽⁷⁾	07/03/2022	Common Stock ⁽¹¹⁾	2,272 ⁽¹¹⁾	$ 4.4 ⁽¹¹⁾	I	See footnote ⁽¹⁾
Preferred Stock Warrant	Â ⁽⁷⁾	07/17/2022	Common Stock ⁽¹²⁾	13,851 ⁽¹²⁾	$ 4.4 ⁽¹²⁾	I	See footnote ⁽⁶⁾
Preferred Stock Warrant	Â ⁽⁷⁾	08/21/2022	Series D Preferred Stock ⁽¹³⁾	7 ⁽¹³⁾	$ 4.4 ⁽¹³⁾	I	See footnote ⁽¹⁾
Stock Option ⁽¹⁴⁾	Â ⁽¹⁵⁾	Â ⁽¹⁶⁾	Common Stock	16,710	$ 1.11	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Allen Dick C/O TANDEM DIABETES CARE, INC., 11045 ROSELLE STREET SAN DIEGO,Â CAÂ 92121	Â X	Â	Â	Â

Signatures

/s/ David B. Berger, Attorney-in-Fact for Dick P. Allen		11/13/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The securities are held by Cornerstone Ventures. The Reporting Person is the managing partner of Cornerstone Ventures and may be deemed to have indirect beneficial ownership of such securities. The Reporting Person disclaims beneficial ownership of such securities held by Cornerstone Ventures, except to the extent of his proportionate pecuniary interest therein.
(2)	The securities are held by the Gammon Children's 2000 Trust FBO Hannah Lee Gammon. The Reporting Person is co-trustee of the Gammon Children's 2000 Trust FBO Hannah Lee Gammon and has shared voting and investment power over the securities held by the Gammon Children's 2000 Trust FBO Hannah Lee Gammon and may be deemed to have indirect beneficial ownership of such securities. The Reporting Person disclaims beneficial ownership of such securities held by the Gammon Children's 2000 Trust FBO Hannah Lee Gammon.
(3)	The securities are held by the Gammon Children's 2000 Trust FBO Jake Allen Gammon. The Reporting Person is co-trustee of the Gammon Children's 2000 Trust FBO Jake Allen Gammon and has shared voting and investment power over the securities held by the Gammon Children's 2000 Trust FBO Hannah Lee Gammon and may be deemed to have indirect beneficial ownership of such securities. The Reporting Person disclaims beneficial ownership of such securities held by the Gammon Children's 2000 Trust FBO Jake Allen Gammon.
(4)	The securities are immediately convertible.
(5)	The expiration date is not relevant to the conversion of these securities.
(6)	The securities are held by the Allen Family Trust dated 10/12/81.
(7)	The warrants are immediately exercisable.
(8)	Upon the consummation of the Issuer's initial public offering, these warrants will automatically become exercisable for 13,563 shares of the Issuer's common stock at an exercise price of $7.37 per share.
(9)	Upon the consummation of the Issuer's initial public offering, these warrants will automatically become exercisable for 2,712 shares of the Issuer's common stock at an exercise price of $7.37 per share.
(10)	Upon the consummation of the Issuer's initial public offering, these warrants will automatically become exercisable for 5,967 shares of the Issuer's common stock at an exercise price of $7.37 per share.
(11)	Upon the consummation of the Issuer's initial public offering, these warrants will automatically become exercisable for 1,355 shares of the Issuer's common stock at an exercise price of $7.37 per share.
(12)	Upon the consummation of the Issuer's initial public offering, these warrants will automatically become exercisable for 8,266 shares of the Issuer's common stock at an exercise price of $7.37 per share.
(13)	Upon the consummation of the Issuer's initial public offering, these warrants will automatically become exercisable for 4 shares of the Issuer's common stock at an exercise price of $7.37 per share.
(14)	Granted pursuant to the Issuer's Tandem Diabetes Care, Inc. 2006 Stock Incentive Plan.
(15)	The date of grant of the option was 4/23/2013. All shares subject to the option will vest in 24 equal monthly installments commencing on 4/23/2013.
(16)	The expiration date of these options is 10 years from the date of grant.

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