Statement of Changes in Beneficial Ownership (4)
May 24 2018 - 4:34PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Gullans Steven R. Ph.D.
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2. Issuer Name
and
Ticker or Trading Symbol
Gemphire Therapeutics Inc.
[
GEMP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President & CEO
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(Last)
(First)
(Middle)
17199 N. LAUREL PARK DRIVE, SUITE 401
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/22/2018
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(Street)
LIVONIA, MI 48152
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$5.56
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5/22/2018
(1)
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A
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50000
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(2)
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4/30/2028
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Common Stock
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50000
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$0
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50000
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D
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Employee Stock Option (right to buy)
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$5.56
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5/22/2018
(1)
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A
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50000
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(3)
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4/30/2028
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Common Stock
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50000
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$0
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50000
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D
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Explanation of Responses:
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(1)
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The option was approved by the board of directors of the issuer on May 1, 2018, subject to stockholder approval of an amendment to the equity incentive plan under which the option was granted. The issuer's stockholders approved such amendment on May 22, 2018.
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(2)
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The option vests in a series of 48 successive equal monthly installments on the last day of each month, commencing on the grant date. The option includes an early exercise provision, subject to the issuer's right of repurchase with respect to any unvested shares of common stock.
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(3)
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50,000 shares underlying the option will vest if and when the issuer's common stock achieves a specified volume weighted average closing price for 30 consecutive days on or before December 31, 2019. 50,000 remaining shares underlying the option award are subject to a performance condition and will vest on the date that the first patient in the first Phase 3 clinical trial in a non-orphan indication receives the first dose of gemcabene if such event occurs on or before December 31, 2019. The option includes an early exercise provision, subject to the issuer's right of repurchase with respect to any unvested shares of common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gullans Steven R. Ph.D.
17199 N. LAUREL PARK DRIVE
SUITE 401
LIVONIA, MI 48152
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X
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President & CEO
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Signatures
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/s/ Stephanie Swan, by Power of Attorney
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5/24/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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