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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Preferred Stock (1) | (1) | 09/30/2013 | C | 5,271,317 | (3) | (4) | Common Stock | 1,054,262 | (1) | 0 | I | Directly owned by LVP III (2) | |||
Series A Preferred Stock (1) | (1) | 09/30/2013 | C | 263,556 | (3) | (4) | Common Stock | 52,711 | (1) | 0 | I | Directly owned by Associates (2) | |||
Series A Preferred Stock (1) | (1) | 09/30/2013 | C | 131,784 | (3) | (4) | Common Stock | 26,356 | (1) | 0 | I | Directly owned by Partners (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WIDDER KENNETH J C/O EVOKE PHARMA, INC. 12555 HIGH BLUFF DRIVE, SUITE 385 SAN DIEGO, CA 92130 |
X | X |
/s/ Matthew J. D'Onofrio, Attorney-in-fact for Kenneth J. Widder | 10/02/2013 | |
**Signature of Reporting Person | Date |
* | 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) | The outstanding shares of Series A Preferred Stock automatically converted on a five-to-one basis into shares of Common Stock rounded down to the next whole number for no additional consideration immediately prior to the consummation of the Issuer's initial public offering. |
(2) | The reported securities are owned directly by each of LVPMC, LLC ("LVPMC"), LVP Life Science Ventures III, L.P. ("LVP III"), LVP III Associates, L.P. ("Associates") and LVP III Partners, L.P. ("Partners"). LVP GP III, LLC ("GP III") is the general partner of LVP III, Associates and Partners. The reporting person, a member of GP III, shares voting and investment power with respect to these shares but disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. |
(3) | The securities are immediately convertible. |
(4) | The securities have no expiration date. |