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* Castelein Caley (Last) (First) (Middle) C/O AERPIO PHARMACEUTICALS, INC. 9987 CARVER ROAD, SUITE 420 (Street) CINCINNATI OH 25242 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/15/2017	3. Issuer Name and Ticker or Trading Symbol Aerpio Pharmaceuticals, Inc. [ NONE ]
		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 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)
Common Stock	1,211,408(1)	I	See Footnotes(2)(3)

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

Explanation of Responses:

1. These shares were acquired pursuant to an Agreement and Plan of Merger, dated as of March 7, 2017 (the "Merger Agreement"), pursuant to which a wholly-owned subsidiary of the Company merged with and into Aerpio Therapeutics, Inc. ("Aerpio"). Pursuant to the Merger Agreement, the then outstanding shares of Aerpio's common stock and outstanding shares of each series of Aerpio's preferred stock were cancelled and were automatically converted into the right to received shares of the Company's common stock on a 2.3336572-1 basis upon closing of the merger.

2. Consists of (i) 1,179,470 shares of Common Stock owned directly by Kearny Venture Partners, L.P., or KVP, (ii) 24,056 shares of Common Stock owned directly by Kearny Venture Partners Entrepreneurs Fund, L.P., or KVPE, and (iii) 7,882 shares of Common Stock owned directly by TWHVP SPV, LLC, or TWHVP. The general partner of both KVP and KVPE is Kearny Venture Associates, L.L.C., or KVA. KVA has the sole voting and investment control over the shares owned by KVP and KVPE, and the Managing Members of KVA share in the voting and investment control over such shares controlled by KVA.

3. (Continued from Footnote 2) The Managing Members of KVA are Caley Castelein, Richard Spalding and James Shapiro. None of the Managing Members of KVA has individual voting or investment power with respect to such shares and each disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein. The general partner of TWHVP is Kearny Venture Associates II, LLC or KVA II. KVA II has the sole voting and investment control over the shares owned by TWHVP and the Managing Members of KVA II have sole voting and investment control over the shares controlled by KVA II. The Managing Members of KVA II are Caley Castelein, Anupam Dalal and Andrew Jensen. None of the Managing Members of KVA II has individual voting or investment power with respect to such shares and each disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

Remarks:

Exhibit 24.1: Limited Power of Attorney

	/s/ Caley Castelein	03/17/2017
	** 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).
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                               POWER OF ATTORNEY


        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Joseph Gardner, James Murphy, Danielle Lauzon and Amoli Pandya,
signing singly, the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of Aerpio
                Pharmaceuticals, Inc. (the "Company"), (i) Form ID, including
                any attached documents, to effect the assignment of codes to the
                undersigned to be used in the transmission of information to the
                United States Securities and Exchange Commission using the EDGAR
                System, (ii) Forms 3, 4 and 5, (iii) Schedule 13D, (iv) Schedule
                13G and (v) amendments of each thereof, in accordance with
                Section 16(a) of the Securities Exchange Act of 1934, as
                amended, and the rules thereunder;

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4 or 5, Schedule 13D. Schedule 13G or
                any amendments thereto and timely file such form with the United
                States Securities and Exchange Commission and any stock exchange
                or similar authority; and

        (3)     take any other action of any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in-fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees
to indemnify the attorney-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorney-in-fact.

        This Power of Attorney shall remain in full force and effect until the
                undersigned is no longer required to file Forms 3, 4 and 5 with
                respect to the undersigned's holdings of and transactions in
                securities issued by the Company, unless earlier revoked by the
                undersigned in a signed writing delivered to the foregoing
                attorneys-in-fact. This Power of Attorney may be filed with the
                United States Securities and Exchange Commission as a confirming
                statement of the authority granted herein. This Power of
                Attorney supersedes any prior power of attorney in connection
                with the undersigned's capacity as an officer and/or director of
                the Company. This Power of Attorney shall expire as to any
                individual attorney-in-fact if such attorney-in-fact ceases to
                be an executive officer of the Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of March 17, 2017.


                                        /s/ Caley Castelein
                                        ----------------------------------------
                                        Caley Castelein