Amended Statement of Ownership (sc 13g/a)
January 16 2018 - 6:07AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Evoke Pharma, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
30049G104
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[_]
Rule 13d-1(b)
[_]
Rule 13d-1(c)
[X]
Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page 1 of 12
Exhibit Index on Page 11
CUSIP #30049G104
|
Page 2 of 12
|
1
|
NAME OF REPORTING PERSONS
LVP Life Science Ventures III, L.P. (“LVP III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,472,867 shares, except that LVP GP III, LLC (“GP III”), the general partner of LVP III, may be deemed to have sole power to vote these shares, and Patrick Latterell (“Latterell”), the managing member of GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,472,867 shares, except that GP III, the general partner of LVP III, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,472,867
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.56%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP #30049G104
|
Page 3 of 12
|
1
|
NAME OF REPORTING PERSONS
LVP III Associates, L.P. (“Associates”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
73,641 shares, except that GP III, the general partner of Associates, may be deemed to have sole power to vote these shares, and Latterell, the managing member of GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
73,641 shares, except that GP III, the general partner of Associates, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,641
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.48%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP #30049G104
|
Page 4 of 12
|
1
|
NAME OF REPORTING PERSONS
LVP III Partners, L.P. (“Partners”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
36,821 shares, except that GP III, the general partner of Partners, may be deemed to have sole power to vote these shares, and Latterell, the managing member of GP III, may be deemed to have shared power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
36,821 shares, except that GP III, the general partner of Partners, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,821
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.24%
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
CUSIP #30049G104
|
Page 5 of 12
|
1
|
NAME OF REPORTING PERSONS
LVP GP III, LLC (“GP III”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
1,583,329
shares, of which 1,472,867 are directly owned by LVP III, 73,641 of which are directly owned by Associates and 36,821 of
which are directly owned by Partners. GP III, the general partner of LVP III, Associates and Partners, may be deemed to have
sole power to vote these shares, and Latterell, the managing member of GP III, may be deemed to have shared power to vote
these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
1,583,329
shares, of which 1,472,867 are directly owned by LVP III, 73,641 of which are directly owned by Associates and 36,821 of
which are directly owned by Partners. GP III, the general partner of LVP III, Associates and Partners, may be deemed to have
sole power to dispose of these shares, and Latterell, the managing member of GP III, may be deemed to have shared power to
dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,583,329
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.28%
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP #30049G104
|
Page 6 of 12
|
1
|
NAME OF REPORTING PERSONS
LVPMC, LLC (“LVPMC”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
5,250 shares. Latterell, the manager of LVPMC, may be deemed to have sole power to vote these shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
5,250 shares. Latterell, the manager of LVPMC, may be deemed to have shared power to dispose of these shares.
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,250
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.02%
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
CUSIP #30049G104
|
Page 7 of 12
|
1
|
NAME OF REPORTING PERSONS
Patrick F. Latterell (“Latterell”)
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[_]
(b)
[X]
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
5,250 shares, all of which are directly owned by LVPMC, LLC. Latterell is the manager of LVPMC, LLC and may be deemed to have sole power to vote those shares.
|
6
|
SHARED VOTING POWER
1,583,329
shares, of which 1,472,867 are directly owned by LVP III, 73,641 of which are directly owned by Associates and 36,821 of
which are directly owned by Partners. Latterell is the managing member of GP III, which is the general partner of LVP III,
Associates and Partners. Latterell may be deemed to have shared power to vote these shares.
|
7
|
SOLE DISPOSITIVE POWER
5,250 shares, all of which are directly owned by LVPMC, LLC. Latterell is the manager of LVPMC, LLC and may be deemed to have sole power to dispose of those shares.
|
8
|
SHARED DISPOSITIVE POWER
1,583,329 shares, of which 1,472,867 are directly owned by LVP III, 73,641 of which are directly owned by Associates and 36,821 of which are directly owned by Partners. Latterell is the managing member of GP III, which is the general partner of LVP III, Associates and Partners. Latterell may be deemed to have shared power to dispose of these shares.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,588,579
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.28%
|
12
|
TYPE OF REPORTING PERSON IN
|
|
|
|
|
CUSIP #30049G104
|
Page 8 of 12
|
|
ITEM 1(A).
|
NAME OF ISSUER
|
Evoke Pharma, Inc. (the “Issuer”)
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
505 Lomas SantaFe Drive, Suite 270
|
Solana Beach, CA 92075
|
ITEM 2(A).
|
NAME OF PERSONS FILING
This Schedule is filed by LVP Life Science Ventures III, L.P., a Delaware limited partnership, LVP III Associates, L.P., a Delaware
limited partnership (“Associates”), LVP III Partners, L.P., a Delaware limited partnership (“Partners”),
LVP GP III, LLC, a Delaware limited liability company (“GP III”), and Patrick Latterell (“Latterell”).
The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
|
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The address for each of the Reporting Persons
is:
c/o LVPMC, LLC
2603 Camino Ramon, Suite 200
San Ramon, CA 94583
|
ITEM 2(C).
|
CITIZENSHIP
See Row 4 of cover page for each Reporting Person.
|
|
ITEM 2(D).
|
TITLE OF CLASS OF SECURITIES
Common Stock, $0.0001 par value
|
|
ITEM 2(D)
|
CUSIP NUMBER
30049G104
|
|
ITEM 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check
whether the person filing is a:
Not applicable.
|
The following information with respect
to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2017:
|
(a)
|
Amount beneficially owned
:
See Row 9 of cover page for each Reporting Person.
|
|
(b)
|
Percent of Class
:
See Row 11 of cover page for each Reporting Person.
|
CUSIP #30049G104
|
Page 9 of 12
|
|
(c)
|
Number of shares as to which such person has
:
|
|
(i)
|
Sole power to vote or to direct the vote
:
See Row 5 of cover page for each Reporting Person.
|
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each
Reporting Person.
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each
Reporting Person.
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
See Row 8 of cover page for each Reporting Person.
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
.
Under certain circumstances set forth in the limited partnership agreements of LVP III, Associates and Partners and the limited
liability company agreement of GP III, the partners or members, as the case may be, of each of such entities may be deemed to have
the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer owned by each such entity of which
they are a partner or member.
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
.
Not applicable
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
.
Not applicable
|
|
ITEM 10.
|
CERTIFICATION
.
Not applicable
|
CUSIP #30049G104
|
Page 10 of 12
|
SIGNATURES
After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 12, 2018
|
LVP LIFE SCIENCE VENTURES III, L.P.
|
|
|
|
By: LVP GP III, LLC
|
|
Its: General Partner
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
|
Its: Managing Member
|
|
|
|
|
|
LVP III ASSOCIATES, L.P.
|
|
|
|
By: LVP GP III, LLC
|
|
Its: General Partner
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
|
Its: Managing Member
|
|
|
|
|
|
LVP III PARTNERS, L.P.,
|
|
|
|
By: LVP GP III, LLC
|
|
Its: General Partner
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
|
Its: Managing Member
|
|
|
|
|
|
LVP GP III, LLC
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
|
Its: Managing Member
|
|
|
|
|
|
LVPMC, LLC
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
|
Its: Manager
|
|
|
|
|
|
PATRICK F. LATTERELL
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
CUSIP #30049G104
|
Page 11 of 12
|
EXHIBIT INDEX
|
Found on Sequentially
|
Exhibit
|
Numbered Page
|
Exhibit A: Agreement of Joint Filing
|
12
|
|
|
CUSIP #30049G104
|
Page 12 of 12
|
exhibit A
Agreement of Joint Filing
The undersigned hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf
of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: January 12, 2018
|
LVP LIFE SCIENCE VENTURES III, L.P.
|
|
|
|
By: LVP GP III, LLC
|
|
Its: General Partner
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
|
Its: Managing Member
|
|
|
|
|
|
LVP III ASSOCIATES, L.P.
|
|
|
|
By: LVP GP III, LLC
|
|
Its: General Partner
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
|
Its: Managing Member
|
|
|
|
|
|
LVP III PARTNERS, L.P.,
|
|
|
|
By: LVP GP III, LLC
|
|
Its: General Partner
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
|
Its: Managing Member
|
|
|
|
|
|
LVP GP III, LLC
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
|
Its: Managing Member
|
|
|
|
|
|
LVPMC, LLC
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
|
Its: Manager
|
|
|
|
|
|
PATRICK F. LATTERELL
|
|
|
|
By:
/s/ Patrick F. Latterell
|
|
Name: Patrick F. Latterell
|
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