Gilbertson Ryan Randall Form 3 Sun BioPharma / RYAN RANDALL GILBERTSON 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^*

GILBERTSON RYAN RANDALL

(Last) (First) (Middle)

1000 PARKER'S LAKE ROAD

(Street)

WAYZATA MN 55391

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/04/2015

3. Issuer Name and Ticker or Trading Symbol
Sun BioPharma, Inc. [ SNBP ]

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

Director	X	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)
Common Stock	4,170,508	D

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)	09/04/2015	12/27/2023	Common Stock	1,523,208	0.275	D
Stock Option (right to buy)	09/04/2015	03/05/2025	Common Stock	400,000	0.3175	D
Warrants (right to buy)	09/04/2015	06/04/2023(1)	Common Stock	800,000	0.1875	D
Convertible Promissory Note (right to buy)	09/04/2015	(2)	Common Stock	444,444	1.125	D
Convertible Promissory Note (right to buy)	09/04/2015	(2)	Common Stock	177,776	1.125	I	By Total Depth Foundation

Explanation of Responses:

1. Unless earlier terminated pursuant to its terms, the warrants terminate upon the earliest of June 2023, upon a closing of a change of control of Issuer, or immediately prior to a closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act covering the offering and sale of Issuer common stock.

2. The convertible promissory notes are scheduled to mature and become due and payable on December 27, 2018. The conversion right thereunder has no expiration date.

	/s/ Joshua L. Colburn, attorney-in-fact for Ryan R. Gilbertson	09/14/2015
	** 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).
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