Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
7-MED Health Ventures LP
  2. Issuer Name and Ticker or Trading Symbol
CHIASMA, INC [CHMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
16B SHENKAR STREET, P.O.B. 12327
3. Date of Earliest Transaction (Month/Day/Year)
07/21/2015
(Street)

HERZLIYA PITUACH, L3 46733
4. If Amendment, Date 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
(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 07/21/2015   C   12,337 A (1) 12,337 D  
Common Stock 07/21/2015   C   760,656 A (1) 772,993 D  
Common Stock 07/21/2015   C   514,674 A (1) 1,287,667 D  
Common Stock 07/21/2015   C   328,515 A (1) 1,616,182 D  
Common Stock 07/21/2015   C   273,762 A (1) 273,762 I Directly owned by Ruth Wertheimer (2) (3)
Common Stock 07/21/2015   P(4)   93,750 A $ 16 93,750 I Directly owned by Ruth Wertheimer (2) (3)

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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
Series B1' Convertible Preferred Stock (1) 07/21/2015   C   112,665     (5)   (5) Common Stock 12,337 (1) 0 D  
Series C' Convertible Preferred Stock (1) 07/21/2015   C   6,946,314     (5)   (5) Common Stock 760,656 (1) 0 D  
Series D' Convertible Preferred Stock (1) 07/21/2015   C   4,700,000     (5)   (5) Common Stock 514,674 (1) 0 D  
Series E Convertible Preferred Stock (1) 07/21/2015   C   3,000,000     (5)   (5) Common Stock 328,515 (1) 0 D  
Series E Convertible Preferred Stock (1) 07/21/2015   C   2,500,000     (5)   (5) Common Stock 273,762 (1) 0 I Directly owned by Ruth Wertheimer (2) (3)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
7-MED Health Ventures LP
16B SHENKAR STREET, P.O.B. 12327
HERZLIYA PITUACH, L3 46733
    X    
Wertheimer Ruth
16B SHENKAR STREET, P.O.B. 12327
HERZLIYA PITUACH, L3 46733
    X    

Signatures

 /s/ Ruth Wertheimer   07/23/2015
**Signature of Reporting Person Date

 By: 7 Med Health Ventures LP, by 7 Med Ltd., its general partner, by: /s/ Dror Brandwein   07/23/2015
**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) Each outstanding share of the Issuer's Series B-1' Preferred Stock, Series C' Preferred Stock, Series D' Preferred Stock and Series E Preferred Stock converted into 0.109505 of a share of the Issuer's Common Stock immediately prior to the closing of the Issuer's initial public offering without payment of consideration. The converted shares had no expiration date.
(2) Besides the shares of Common Stock and warrants to purchase shares of Common Stock held directly by Ruth Wertheimer, she also owns (i) an indirect, 80.5% limited partnership interest in 7 Med Health Ventures LP, as well as (ii) 100% of the outstanding equity interests of the general partner of 7 Med Health Ventures LP. She may therefore be deemed to have an indirect pecuniary interest in the shares of Common Stock and Warrants to purchase Common Stock of the Issuer held by 7 Med Health Ventures LP.
(3) Ruth Wertheimer disclaims beneficial ownership of securities held by 7 Med Health Ventures LP except to the extent of her pecuniary interest therein.
(4) The Reporting Person purchased the shares of Common Stock reported in this row in the Issuer's registered initial public offering in the United States.
(5) Each share of the Issuer's Series B1' preferred stock, Series C preferred stock, Series D' preferred stock and Series E preferred stock was automatically converted on a 9.132-for-1 basis into common stock immediately prior to the closing of the Issuer's initial public offering. The shares of Series B1', Series C' and Series D' and Series E preferred stock had no expiration date.

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