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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
KLINGENSTEIN PAUL H
  2. Issuer Name and Ticker or Trading Symbol
Conatus Pharmaceuticals Inc [CNAT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE EMBARCADERO CENTER, SUITE 4000
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2014
(Street)

SAN FRANCISCO, CA 94111
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/19/2014   J(1)   1,283,589 D $ 0 943,355 I By Aberdare Ventures III, L.P. (1) (3)
Common Stock 02/19/2014   J(2)   30,216 D $ 0 22,203 I By Aberdare Partners III, L.P. (2) (3)
Common Stock 02/19/2014   J(4)   36,634 A $ 0 36,634 I By Aberdare GP III, L.L.C. (3)
Common Stock 02/19/2014   J(5)   36,634 D $ 0 0 I By Aberdare GP III, L.L.C. (3)
Common Stock 02/19/2014   J(6)   20,322 A $ 0 20,322 D  
Common Stock 02/19/2014   J(7)   8,731 A $ 0 8,731 I By Klingenstein-Bole 2003 Irrevocable Children's Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KLINGENSTEIN PAUL H
ONE EMBARCADERO CENTER
SUITE 4000
SAN FRANCISCO, CA 94111
  X      

Signatures

 /s/ Paul H. Klingenstein   02/25/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Aberdare Ventures III, L.P. ("Aberdare Ventures III") without consideration to its limited partners and its general partner, Aberdare GP III, L.L.C. ("Aberdare GP III").
(2) Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Aberdare Partners III, L.P. ("Aberdare Partners III") without consideration to its limited partners and its general partner, Aberdare GP III.
(3) The Reporting Person is a Managing Director of Aberdare GP III, L.L.C. ("Aberdare GP III") which serves as the sole General Partner of Aberdare Ventures III and Aberdare Partners III. As such, the Reporting Person shares voting and investment control over the securities owned by Aberdare Ventures III and Aberdare Partners III, and may be deemed to own beneficially the securities held by Aberdare Ventures III and Aberdare Partners III. The Reporting Person disclaims beneficial ownership of the shares held by Aberdare Ventures III and Aberdare Partners III except to the extent of his proportionate pecuniary interest therein.
(4) Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Aberdare Ventures III and Aberdare Partners III described in footnotes 1 and 2.
(5) Represents a pro-rata in-kind distribution of Common Stock of the Issuer by Aberdare GP III without consideration to its members.
(6) Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Aberdare GP III described in footnote 5.
(7) Represents a change in the form of ownership from indirect to direct by virtue of the receipt of shares in the pro-rata in-kind distribution of Common Stock of the Issuer by Aberdare GP III described in footnote 5. The shares are held by the Klingenstein-Bole 2003 Irrevocable Children's Trust (the "Trust"). The Reporting Person is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.

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