SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* HLM VENTURE PARTNERS II, L.P. (Last) (First) (Middle) 222 BERKELEY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TANDEM DIABETES CARE INC [ TNDM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Previously a 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 11/19/2013
	4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/19/2013		C		1,454,058	A	$0.00	1,454,058	D(1)

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 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: 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 C Preferred Stock	(2)	11/19/2013		C			374,805(3)	(2)	(2)	Common Stock	223,684(2)	$0.00	0	D(1)
Series D Preferred Stock	(2)	11/19/2013		C			2,061,616	(2)	(2)	Common Stock	1,230,374(2)	$0.00	0	D(1)

1. Name and Address of Reporting Person* HLM VENTURE PARTNERS II, L.P. (Last) (First) (Middle) 222 BERKELEY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* HLM Venture Associates II, LLC (Last) (First) (Middle) 222 BERKELEY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* CAHILL EDWARD L (Last) (First) (Middle) C/O HLM VENTURE PARTNERS, 222 BERKELEY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* GRUA PETER J (Last) (First) (Middle) 222 BERKELEY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

1. Name and Address of Reporting Person* RAY RUSSELL T (Last) (First) (Middle) 222 BERKELEY STREET (Street) BOSTON MA 02116 (City) (State) (Zip)

Explanation of Responses:

1. The reported securities are owned by HLM Venture Partners II, L.P. HLM Venture Associates II, L.L.C. (the "General Partner"), and Edward L. Cahill, Peter J. Grua and Russell T. Ray, the managing members of the General Partner, may be deemed to share voting and dispositive power over the reported securities but each disclaims beneficial ownership in the securities held by HLM Venture Partners II, L.P., except to the extent of their pecuniary interest therein. Following the completion of the Issuer's initial public offering, HLM Venture Partners II, L.P. and its affiliated persons are no longer a 10% Owner.

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.

Remarks:

	/s/ David B. Berger, Attorney-in-Fact for HLM Venture Partners, II, L.P.	11/21/2013
	/s/ David B. Berger, Attorney-in-Fact for HLM Venture Associates II, L.L.C.	11/21/2013
	/s/ David B. Berger, Attorney-in-Fact for Edward L. Cahill	11/21/2013
	/s/ David B. Berger, Attorney-in-Fact for Peter J. Grua	11/21/2013
	/s/ David B. Berger, Attorney-in-Fact for Russell T. Ray	11/21/2013
	** 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).
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