Mathiesen Jeffrey S Form 3 Gemphire Therapeutics / JEFFREY S MATHIESEN 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^*

MATHIESEN JEFFREY S

(Last) (First) (Middle)

43334 SEVEN MILE ROAD

SUITE 1000

(Street)

NORTHVILLE MI 48167

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2016

3. Issuer Name and Ticker or Trading Symbol
Gemphire Therapeutics Inc. [ GEMP ]

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

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

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
Employee Stock Option (right to buy)	(1)	09/24/2025	Common Stock	51,300	3.587	D
8% Convertible Subordinated Promissory Note	(2)	(2)	Common Stock	$25,000(2)	6.7059	D

Explanation of Responses:

1. The options were granted on September 25, 2015. 3,207 options immediately vested on the grant date, and the remaining options vest in 36 equal monthly increments on the last day of each month, except for the last vesting period ending on August 31, 2018, where 1,333 options will vest.

2. The note was issued in the original principal amount of $25,000. The outstanding principal and accrued interest on such note will automatically convert into shares of common stock, par value $0.001 per share, of Gemphire Therapeutics Inc. (the "Company") immediately prior to the closing of the Company's initial public offering. The note bears interest at a rate of 8% per annum. The note has accrued interest of $1,304 to date and will continue to accrue interest until conversion.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	Stephanie Swan, by Power of Attorney	08/04/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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