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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rutherford Colin
2. Issuer Name and Ticker or Trading Symbol

Evofem Biosciences, Inc. [ EVFM ]
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)

C/O EVOFEM BIOSCIENCES, INC., 12400 HIGH BLUFF DRIVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)

1/17/2018
(Street)

SAN DIEGO, CA 92130
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Option (right to buy)   $43.64   1/17/2018     A      770   (1) (2)        (3) 3/8/2027   Common Stock   770     (2) 770   D    

Explanation of Responses:
(1)  On January 17, 2018, Issuer completed a merger transaction (the "Merger") pursuant to an Agreement and Plan of Merger and Reorganization, dated October 17, 2017, by and among Issuer, Nobelli Merger Sub, Inc., and Evofem Biosciences Operations, Inc., formerly known as Evofem Biosciences, Inc. ("Evofem Operations"), as filed with the Securities and Exchange Commission on Form 8-K on October 17, 2017 (the "Merger Agreement"). Pursuant to the Merger Agreement all issued and outstanding options of Evofem Operations converted into and became options to purchase shares of Issuer's common stock.
(2)  These options to purchase common stock of Issuer were received in connection with the Merger in exchange for options to purchase shares of common stock of Evofem Operations. Each option to purchase one share of common stock of Evofem Operations was cancelled and exchanged for the right to receive an option to purchase 0.154 shares of common stock of Issuer. The shares of common stock of Issuer exercisable pursuant to the option reported reflect any necessary adjustments to account for the 6 for 1 reverse stock split effected by Issuer on January 17, 2018.
(3)  The shares of common stock exercisable pursuant to the option effective as of March 8, 2017 shall vest in a series of thirty-six (36) successive equal monthly installments commencing on February 12, 2017, such that all shares of common stock of Issuer exercisable pursuant to the option shall be fully vested on January 12, 2020, subject to Mr. Rutherford's continued service.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rutherford Colin
C/O EVOFEM BIOSCIENCES, INC.
12400 HIGH BLUFF DRIVE, SUITE 600
SAN DIEGO, CA 92130
X



Signatures
/s/ Melanie Ruthrauff Levy, attorney-in-fact 1/18/2018
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
NEOTHETICS, INC. (NASDAQ:NEOT)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more NEOTHETICS, INC. Charts.
NEOTHETICS, INC. (NASDAQ:NEOT)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more NEOTHETICS, INC. Charts.