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* Enterprise Partners Management LLC (Last) (First) (Middle) 2223 AVENIDA DE LA PLAYA, STE 104 (Street) LA JOLLA CA 92037 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/29/2014	3. Issuer Name and Ticker or Trading Symbol Celladon Corp [ CLDN ]
		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	417,259	I	By entities affiliated with Enterprise Partners(1)

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-1 Convertible Preferred Stock	(2)	(2)	Common Stock	926,621(3)	0.00(2)	I	By entities affiliated with Enterprise Partners(1)(2)
Junior Convertible Preferred Stock	(4)	(4)	Common Stock	459,668(3)	0.00(4)	I	By entities affiliated with Enterprise Partners(4)
Convertible Promissory Notes	(5)	(5)	Common Stock	$106,478.92	(5)	I	By entities affiliated with Enterprise Partners(5)
Series A-1 Preferred Warrants	10/15/2013	10/15/2018	Series A-1 Preferred Stock	20,883(3)	5.61(6)	I	By entities affiliated with Enterprise Partners(7)

1. Name and Address of Reporting Person* Enterprise Partners Management LLC (Last) (First) (Middle) 2223 AVENIDA DE LA PLAYA, STE 104 (Street) LA JOLLA CA 92037 (City) (State) (Zip)

1. Name and Address of Reporting Person* Enterprise Partners Liquidating Trust V (Last) (First) (Middle) 2223 AVENIDA DE LA PLAYA, STE 205 (Street) LA JOLLA CA 92037 (City) (State) (Zip)

1. Name and Address of Reporting Person* Enterprise Partners Liquidating Trust VI (Last) (First) (Middle) 2223 AVENIDA DE LA PLAYA, STE 205 (Street) LA JOLLA CA 92037 (City) (State) (Zip)

Explanation of Responses:

1. Shares held as follows: 198,405 by Enterprise Partners Liquidating Trust V, L.P.; 210,279 by Enterprise Partners Liquidating Trust VI, L.P.; and 8,575 by Enterprise Partners Management, LLC.

2. The shares of Series A-1 Preferred Stock have no expiration date and are convertible at any time at the election of the holder. Each share of Series A-1 Preferred Stock will automatically convert on a one-for-one basis into shares of common stock upon the closing of the Issuer's initial public offering. The shares are held as follows: 405,973 by Enterprise Partners Liquidating Trust V, L.P; 510,034 by Enterprise Partners Liquidating Trust VI, L.P.; and 10,614 by Enterprise Partners Management, LLC.

3. Share numbers assume or give effect to the 1-for-12.49 reverse stock split of the Issuer's Common Stock effected on October 25, 2013, which will be effective for the Preferred Stock upon its conversion to Common Stock immediately prior to the closing of the Issuer's Initial Public Offering

4. The shares of Junior Preferred Stock have no expiration date and are convertible at any time at the election of the holder. Each share of Junior Preferred Stock will automatically convert on a one-for-one basis into shares of common stock upon the closing of the Issuer's initial public offering. The shares are held as follows: 216,498 by Enterprise Partners Liquidating Trust V, L.P; 233,366 by Enterprise Partners Liquidating Trust VI, L.P.; and 9,804 by Enterprise Partners Management, LLC

5. Consists of principal that, together with accrued interest, will convert immediately prior to the closing of the Issuer's initial public offering into shares of Common Stock at a conversion price equal to the public offering price of the Common Stock sold in the Issuer's initial public offering as follows: $43,752.19 by Enterprise Partners Liquidating Trust V, L.P; $43,752.19 by Enterprise Partners Liquidating Trust VI, L.P.; and $18,974.54 by Enterprise Partners Management, LLC.

6. The exercise price has been adjusted to give effect to the 1-for-12.49 reverse stock split of the Issuer's Common Stock effected on October 25, 2013.

7. Consists of warrants to purchase shares of Series A-1 preferred stock as follows: 8,581 issued to Enterprise Partners Liquidating Trust V, L.P.; 8,581 issued to Enterprise Partners Liquidating Trust VI, L.P.; and 3,721 issued to Enterprise Partners Management, LLC.

Remarks:

	/s/ Carlton J. Eibl, Managing Director	01/29/2014
	/s/ Carlton J. Eibl, Managing Director of Enterprise Partners Management LLC, as Trustee	01/29/2014
	/s/ Carlton J. Eibl, Managing Director of Enterprise Partners Management LLC, as Trustee	01/29/2014
	** Signature of Reporting Person	Date
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