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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Stevenson Sharon
2. Issuer Name and Ticker or Trading Symbol

OBALON THERAPEUTICS INC [ OBLN ]
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 OKAPI VENTURE CAPITAL, 1590 SOUTH COAST HIGHWAY, NO. 10
3. Date of Earliest Transaction (MM/DD/YYYY)

10/12/2016
(Street)

LAGUNA BEACH, CA 92651
(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
Common Stock   10/12/2016     C    190780   A   (1) 190780   I   By Okapi Ventures, L.P.   (2)
Common Stock   10/12/2016     C    266829   A   (3) 457609   I   By Okapi Ventures, L.P.   (2)
Common Stock   10/12/2016     C    40995   A   (4) 498604   I   By Okapi Ventures, L.P.   (2)
Common Stock   10/12/2016     C    161504   A   (4) 161504   I   By Okapi Ventures II, L.P.   (5)
Common Stock   10/12/2016     C    119441   A   (6) 280945   I   By Okapi Ventures II, L.P.   (5)
Common Stock   10/12/2016     C    47629   A   (7) 546233   I   By Okapi Ventures, L.P.   (2)
Common Stock   10/12/2016     C    60290   A   (7) 341235   I   By Okapi Ventures II, L.P.   (5)

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
Series A Preferred Stock     (1) 10/12/2016     C         143677      (1)   (1) Common Stock   190780     (1) 0   I   By Okapi Ventures, L.P.   (2)
Series B Preferred Stock     (3) 10/12/2016     C         266829      (3)   (3) Common Stock   266829     (3) 0   I   By Okapi Ventures, L.P.   (2)
Series C Preferred Stock     (4) 10/12/2016     C         40995      (4)   (4) Common Stock   40995     (4) 0   I   By Okapi Ventures, L.P.   (2)
Series C Preferred Stock     (4) 10/12/2016     C         161504      (4)   (4) Common Stock   161504     (4) 0   I   By Okapi Ventures II, L.P.   (5)
Series D Preferred Stock     (6) 10/12/2016     C         119441      (6)   (6) Common Stock   119441     (6) 0   I   By Okapi Ventures II, L.P.   (5)
Series E Preferred Stock     (7) 10/12/2016     C         47629      (7)   (7) Common Stock   47629     (7) 0   I   By Okapi Ventures, L.P.   (2)
Series E Preferred Stock     (7) 10/12/2016     C         60290      (7)   (7) Common Stock   60290     (7) 0   I   By Okapi Ventures II, L.P.   (5)
Series C Preferred Stock Warrant (right to buy)   $6.1918   10/12/2016     C         4037      (8) 2/24/2019   Series C Preferred Stock   4037   $0.00   0   I   By Okapi Ventures, L.P.   (2)
Common Stock Warrant (right to buy)   $6.1918   10/12/2016     C      4037         (9) 2/24/2019   Common Stock   4037   $0.00   4037   I   By Okapi Ventures, L.P.   (2)

Explanation of Responses:
( 1)  Each share of the issuer's Series A Preferred Stock automatically converted into 1.327844907 shares of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-213551) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.
( 2)  These securities are held of record by Okapi Ventures, L.P. ("OV"). Okapi Venture Partners, LLC ("OVLLC") is the general partner of OV. The reporting person is a managing director of OVLLC, and shares voting and investment power over the securities. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person is a beneficial owner of these securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
( 3)  Each share of the issuer's Series B Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
( 4)  Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
( 5)  These securities are held of record by Okapi Ventures II, L.P. ("OVII"). Okapi Venture Partners II, LLC ("OVIILLC") is the general partner of OVII. The reporting person is a managing director of OVIILLC, and shares voting and investment power over the securities. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person is a beneficial owner of these securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
( 6)  Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
( 7)  Each share of the issuer's Series E Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
( 8)  The warrant is exercisable at any time at the holder's election on a one-for-one basis. If not exercised prior to the closing of the IPO, the warrant will convert into a warrant to purchase shares of the issuer's Common Stock on a one-for-one basis.
( 9)  The warrant is exercisable at any time at the holder's election.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stevenson Sharon
C/O OKAPI VENTURE CAPITAL
1590 SOUTH COAST HIGHWAY, NO. 10
LAGUNA BEACH, CA 92651
X



Signatures
/s/ Nooshin Hussainy as attorney-in-fact for Sharon Stevenson, DVM Ph.D. 10/12/2016
** 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.
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