Schimmel Paul Form 3 Tocagen / PAUL SCHIMMEL ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

SCHIMMEL PAUL

(Last) (First) (Middle)

C/O TOCAGEN INC.

3030 BUNKER HILL, STE. 230

(Street)

SAN DIEGO CA 92109

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/12/2017

3. Issuer Name and Ticker or Trading Symbol
Tocagen Inc [ TOCA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	(1)	02/17/2025	Common Stock	18,115	11.6	D
Stock Option (right to buy)	(2)	06/09/2026	Common Stock	5,289	14.98	D
Series H Preferred Stock	(3)	(3)	Common Stock	23,464(4)	0.00(3)	D
Series F Preferred Stock	(5)	(5)	Common Stock	4,117(4)	0.00(5)	I	By NFS/FMTC FBO Paul Schimmel Rollover IRA
Series G Preferred Stock	(6)	(6)	Common Stock	3,623(4)	0.00(6)	I	By Paul Schimmel Prototype PSP Paul R. Schimmel, TTEE U/A dtd 01/01/1999 FBO Paul Schimmel
Series G Preferred Stock	(6)	(6)	Common Stock	3,623(4)	0.00(6)	I	By Schimmel Revocable Trust Paul R. Schimmel, Trustee Cleo Schimmel, Trustee U/A dtd 9/6/2000

Explanation of Responses:

1. 1/4th of the shares vest one year after 2/11/2015; 1/48th of the shares vest monthly thereafter over the next 3 years.

2. 1/4th of the shares vest one year after 4/1/2016; 1/48th of the shares vest monthly thereafter over the next 3 years.

3. The shares of Series H Preferred Stock have no expiration date and are convertible at any time at the election of the holder into shares of Common Stock without payment of further consideration. Each share of Series H Preferred Stock will automatically convert on a 1-for-6.9 basis into shares of Common Stock upon the closing of the Issuer's initial public offering.

4. Share numbers give effect to the 1-for-6.9 reverse stock split of the Issuer's Common Stock effected on March 31, 2017, which will be effective for the Preferred Stock upon its conversion to Common Stock upon the closing of the Issuer's initial public offering.

5. The shares of Series F Preferred Stock have no expiration date and are convertible at any time at the election of the holder into shares of Common Stock without payment of further consideration. Each share of Series F Preferred Stock will automatically convert on a 1-for-6.9 basis into shares of Common Stock upon the closing of the Issuer's initial public offering.

6. The shares of Series G Preferred Stock have no expiration date and are convertible at any time at the election of the holder into shares of Common Stock without payment of further consideration. Each share of Series G Preferred Stock will automatically convert on a 1-for-6.9 basis into shares of Common Stock upon the closing of the Issuer's initial public offering.

Remarks:

	/s/ Paul Schimmel, Ph.D.	04/12/2017
	** 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 5 (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).
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