Proehl Gerald T Form 4 Dermata Therapeutics / GERALD T PROEHL ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PROEHL GERALD T

(Last)

(First)

(Middle)

3525 DEL MAR HEIGHTS RD., #332

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dermata Therapeutics, Inc. [ DRMA ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
President, CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/16/2021		P		10,000	A	$4.9631⁽¹⁾	10,000	I	By Proehl Family Trust⁽⁸⁾
Common Stock	08/17/2021		C		17,857	A	⁽²⁾	17,857	I	By Allison Taylor Proehl 2020 Irrevocable Trust⁽⁸⁾
Common Stock	08/17/2021		C		8,928	A	⁽²⁾	8,928	I	By Meghan Proehl Wilder 2020 Irrevocable Trust⁽⁸⁾
Common Stock	08/17/2021		C		35,767	A	⁽²⁾	35,767	I	By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020⁽⁸⁾
Common Stock	08/17/2021		C		361,147	A	⁽²⁾	1,278,464	I	By Proehl Investment Ventures LLC⁽⁸⁾
Common Stock	08/17/2021		C		111,951	A	⁽³⁾	1,390,415	I	By Proehl Investment Ventures LLC⁽⁸⁾
Common Stock	08/17/2021		C		181,585	A	⁽⁴⁾	1,572,000	I	By Proehl Investment Ventures LLC⁽⁸⁾
Common Stock	08/17/2021		C		1,247,904	A	⁽⁵⁾	2,819,904	I	By Proehl Investment Ventures LLC⁽⁸⁾
Common Stock	08/17/2021		C		85,640	A	⁽⁶⁾	2,905,544	I	By Proehl Investment Ventures LLC⁽⁸⁾
Common Stock	08/17/2021		P		142,857	A	⁽⁹⁾	152,857	I	By Proehl Family Trust⁽⁸⁾
Common Stock								39,512	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series 1d Preferred Stock	⁽²⁾	08/17/2021		C			120,481	⁽²⁾	⁽²⁾	Common Stock	17,857	$0	0	I	By Allison Taylor Proehl 2020 Irrevocable Trust⁽⁸⁾
Series 1d Preferred Stock	⁽²⁾	08/17/2021		C			60,240	⁽²⁾	⁽²⁾	Common Stock	8,928	$0	0	I	By Meghan Proehl Wilder 2020 Irrevocable Trust⁽⁸⁾
Series 1d Preferred Stock	⁽²⁾	08/17/2021		C			241,325	⁽²⁾	⁽²⁾	Common Stock	35,767	$0	0	I	By Sean Michael Proehl 2020 Irrevocable Trust Dated December 18, 2020⁽⁸⁾
Series 1d Preferred Stock	⁽²⁾	08/17/2021		C			2,436,657	⁽²⁾	⁽²⁾	Common Stock	361,147	$0	0	I	By Proehl Investment Ventures LLC⁽⁸⁾
Series 1a Preferred Stock	⁽³⁾	08/17/2021		C			2,295,000	⁽³⁾	⁽³⁾	Common Stock	111,951	$0	0	I	By Proehl Investment Ventures LLC⁽⁸⁾
Series 1b Preferred Stock	⁽⁴⁾	08/17/2021		C			3,722,500	⁽⁴⁾	⁽⁴⁾	Common Stock	181,585	$0	0	I	By Proehl Investment Ventures LLC⁽⁸⁾
Series 1c Preferred Stock	⁽⁵⁾	08/17/2021		C			25,582,050	⁽⁵⁾	⁽⁵⁾	Common Stock	1,247,904	$0	0	I	By Proehl Investment Ventures LLC⁽⁸⁾
Series 1 Preferred Stock	⁽⁶⁾	08/17/2021		C			1,755,622	⁽⁶⁾	⁽⁶⁾	Common Stock	85,640	$0	0	I	By Proehl Investment Ventures LLC⁽⁸⁾
Series 1a Warrants	⁽⁷⁾	08/17/2021		C			573,750	11/15/2016	03/14/2026	Common Stock	27,987	$0	0	I	By Proehl Investment Ventures LLC⁽⁸⁾
Warrant to Purchase Common Stock	$20.5	08/17/2021		C		27,987		11/15/2016	03/14/2026	Common Stock	27,987	$0	27,987	I	By Proehl Investment Ventures LLC⁽⁸⁾
Warrant to Purchase Common Stock	$7	08/17/2021		P		142,857		08/17/2021	08/17/2026	Common Stock	142,857	⁽⁹⁾	142,857	I	By Proehl Family Trust⁽⁸⁾

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.84 to $5.00 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth herein.

2. The Series 1d Preferred Stock automatically converted into Common Stock of the Issuer upon consummation of the Issuer's initial public offering (the "IPO"). The Series 1d Preferred Stock was convertible at any time and had no expiration date.

3. The Series 1a Preferred Stock converted into Common Stock of the Issuer upon consummation of the IPO. The Series 1a Preferred Stock was convertible at any time and had no expiration date.

4. The Series 1b Preferred Stock converted into Common Stock of the Issuer upon consummation of the IPO. The Series 1b Preferred Stock was convertible at any time and had no expiration date.

5. The Series 1c Preferred Stock converted into Common Stock of the Issuer upon consummation of the IPO. The Series 1c Preferred Stock was convertible at any time and had no expiration date.

6. The Series 1 Preferred Stock converted into Common Stock of the Issuer upon consummation of the IPO. The Series 1 Preferred Stock was convertible at any time and had no expiration date.

7. The Series 1a Preferred Warrants converted into warrants to purchase Common Stock in connection with the IPO.

8. Reporting Person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

9. Reporting Person purchased 142,857 Units in the IPO at $7.00 per Unit Each Unit consists of one share of Common Stock and one warrant to purchase one share of Common Stock.

	/s/ Gerald T. Proehl	08/17/2021
	** 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).
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Proehl Gerald T Form 4Dermata Therapeutics / GERALD T PROEHL ownership change