Statement of Changes in Beneficial Ownership (4)
August 21 2018 - 4:26PM
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
*
LVP GP III, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
Evoke Pharma Inc
[
EVOK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2603 CAMINO RAMON, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/20/2018
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(Street)
SAN RAMON, CA 94583-4289
(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)
___ Form filed by One Reporting Person
_
X
_ 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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Common Stock
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8/20/2018
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P
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465116
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A
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$2.35
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1937983
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I
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Directly owned by LVP III
(1)
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Common Stock
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8/20/2018
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P
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23256
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A
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$2.35
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96897
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I
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Directly owned by Associates
(1)
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Common Stock
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8/20/2018
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P
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11628
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A
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$2.35
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48449
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I
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Directly owned by Partners
(1)
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Common Stock
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5250
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I
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Directly owned by LVPMC
(1)
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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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Explanation of Responses:
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(1)
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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. GP III may be deemed to have sole voting power and dispositive power over the shares held by LVP III, Associates and Partners. Each of GP III and Patrick Latterell, the managing member of GP III and the manager of LVPMC, may be deemed to share voting and dispositive power over the reported securities and disclaim beneficial ownership of the reported securities held by LVPMC, LVP III, Associates and Partners except to the extent of any pecuniary interest therein.
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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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LVP GP III, LLC
2603 CAMINO RAMON
SUITE 200
SAN RAMON, CA 94583-4289
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X
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LATTERELL PATRICK F
2603 CAMINO RAMON
SUITE 200
SAN RAMON, CA 94583-4289
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X
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LVP III Associates, L.P.
2603 CAMINO RAMON
SUITE 200
SAN RAMON, CA 94583-4289
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X
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LVP III Partners LP
2603 CAMINO RAMON
SUITE 200
SAN RAMON, CA 94583-4289
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X
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LVP LIFE SCIENCE VENTURES III L.P.
2603 CAMINO RAMON
SUITE 200
SAN RAMON, CA 94583-4289
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X
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LVPMC, LLC
2603 CAMINO RAMON
SUITE 200
SAN RAMON, CA 94583-4289
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X
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Signatures
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Patrick F. Latterell, Managing Member of LVP GP III, LLC
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8/21/2018
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**
Signature of Reporting Person
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Date
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Patrick F. Latterell, Manager of LVPMC, LLC
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8/21/2018
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**
Signature of Reporting Person
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Date
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Patrick F. Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP III Associates, L.P.
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8/21/2018
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**
Signature of Reporting Person
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Date
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Patrick F. Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP III Partner, L.P.
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8/21/2018
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**
Signature of Reporting Person
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Date
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Patrick F. Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP Life Sciences Ventures III, L.P.
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8/21/2018
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**
Signature of Reporting Person
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Date
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Patrick F. Latterell, Manager of LVPMC, LLC and Managing Member of LVP GP III, LLC the General Partner of LVP Life Science Ventures III, L.P. LVP III Associates, L.P. and LVP III Partners L.P.
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8/21/2018
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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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