Statement of Changes of Beneficial Ownership


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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CHAMBON PHILIPPE
2. Issuer Name and Ticker or Trading Symbol

EPOCRATES INC [ EPOC ]
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 NEW LEAF VENTURE PARTNERS, 7 TIMES SQUARE, SUITE 3502
3. Date of Earliest Transaction (MM/DD/YYYY)

2/7/2011
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   2/7/2011     C    2703726   (2) A $0   2703726   I   See Footnote   (1)
Common Stock   2/7/2011     C    511886   (3) A $0   3215612   I   See Footnote   (1)
Common Stock   2/7/2011     S    571442   (4) D $16.00   2644170   (5) I   See Footnote   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B Convertible Preferred Stock   $0   2/7/2011     C         2977233      (6)   (6) Common Stock   2703726   $0   0   I   See Footnote   (1) (2)
Series C Convertible Preferred Stock   $0   2/7/2011     C         651258      (7)   (7) Common Stock   511886   $0   0   I   See Footnote   (1) (3)

Explanation of Responses:
( 1)  See Footnote 1 in Exhibit 99.1
( 2)  See Footnote 2 in Exhibit 99.1
( 3)  See Footnote 3 in Exhibit 99.1
( 4)  See Footnote 4 in Exhibit 99.1
( 5)  See Footnote 5 in Exhibit 99.1
( 6)  See Footnote 6 in Exhibit 99.1
( 7)  See Footnote 7 in Exhibit 99.1

Remarks:
Exhibit 99.1

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CHAMBON PHILIPPE
C/O NEW LEAF VENTURE PARTNERS
7 TIMES SQUARE, SUITE 3502
NEW YORK, NY 10036
X X


Signatures
/s/ Craig L. Slutzkin as Attorney-in-Fact for Philippe Chambon 2/7/2011
** 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 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).
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 control number.

Exhibit 99.1

 

(1)           Dr. Philippe Chambon (“Chambon”), in his capacity as a member of the investment committees of DLJCC (as defined below) and of DLJLBO (as defined below), may be deemed to beneficially own the shares as to which this Form 3 relates. Dr. Chambon disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.  Sprout Capital IX, L.P. (“Sprout IX”), Sprout Entrepreneurs Fund, L.P. (“Sprout Entrepreneurs”) and DLJ ESC II, L.P. (“ESC II”) are Delaware limited partnerships which make investments for long term appreciation. DLJ Capital Corporation (“DLJCC”), a Delaware corporation acts as a venture capital partnership management company. DLJCC is also the general partner of Sprout Entrepreneurs. DLJCC is also the managing general partner of Sprout IX, and, as such, is responsible for its day-to-day management. DLJCC makes all of the investment decisions on behalf of Sprout IX and Sprout Entrepreneurs. DLJ Associates IX, L.P. (“Associates IX”), a Delaware limited partnership, is a general partner of Sprout IX and in accordance with the terms of the relevant partnership agreement, does not participate in investment decisions made on behalf of Sprout IX. DLJ Capital Associates IX, Inc. (“DLJCA IX”), a Delaware corporation, is the managing general partner of Associates IX. Dr. Chambon is a limited partner of Associates IX. DLJ LBO Plans Management Corporation (“DLJLBO”), a Delaware corporation, is the general partner of ESC II and, as such, is responsible for its day-to-day management. DLJLBO makes all of the investment decisions on behalf of ESC II.

 

(2)           Includes (i) 2,734,750 shares of Series B Convertible Preferred Stock converted into 2,483,520 shares of Common Stock held directly by Sprout IX, (ii) 21,878 shares of Series B Convertible Preferred Stock converted into 19,868 shares of Common Stock held directly by Sprout Entrepreneurs, (iii) 38,287 shares of Series B Convertible Preferred Stock converted into 34,769 shares of Common Stock held directly by DLJCC, and (iv) 182,318 shares of Series B Convertible Preferred Stock converted into 165,569 shares of Common Stock held directly by ESC II.

 

(3)           Includes (i) 606,505 shares of Series C Convertible Preferred Stock converted into 476,712 shares of Common Stock held directly by Sprout IX, (ii) 2,390 shares of Series C Convertible Preferred Stock converted into 1,878 shares of Common Stock held directly by Sprout Entrepreneurs, (iii) 7,352 shares of Series C Convertible Preferred Stock converted into 5,778 shares of Common Stock held directly by DLJCC, and (iv) 35,011 shares of Series C Convertible Preferred Stock converted into 27,518 shares of Common Stock held directly by ESC II.

 

(4)           Includes (i) 526,057 shares of Common Stock sold by Sprout IX, (ii) 3,864 shares of Common Stock sold by Sprout Entrepreneurs, (iii) 7,207 shares of Common Stock sold by DLJCC, and (iv) 34,314 shares of Common Stock sold by ESC II.

 

(5)           Includes (i) 2,434,175 shares of Common Stock held directly by Sprout IX, (ii) 17,882 shares of Common Stock held directly by Sprout Entrepreneurs, (iii) 33,340 shares of Common Stock held directly by DLJCC, and (iv) 158,773 shares of Common Stock held directly by ESC II.

 

(6)           Each share of the Issuer’s Series B Convertible Preferred Stock automatically converted into 0.90813437 shares of the Issuer’s Common Stock immediately prior to the closing of the Issuer’s initial public offering and has no expiration date.

 

(7)           Each share of the Issuer’s Series C Convertible Preferred Stock automatically converted into 0.786 shares of the Issuer’s Common Stock immediately prior to the closing of the Issuer’s initial public offering and has no expiration date.