Aisling Capital Partners III Form 4 AGILE THERAPEUTICS / ANDREW N SCHIFF 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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X

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^*

AISLING CAPITAL III LP

(Last) (First) (Middle)

888 SEVENTH AVE., 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AGILE THERAPEUTICS INC [ AGRX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2016

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/02/2016		J(1)(2)		400,000	D	$0	2,583,797	I	See FN(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

AISLING CAPITAL III LP

(Last) (First) (Middle)

888 SEVENTH AVE., 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aisling Capital Partners III LLC

(Last) (First) (Middle)

888 SEVENTH AVE., 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Aisling Capital Partners III LP

(Last) (First) (Middle)

888 SEVENTH AVE., 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELMS STEVE

(Last) (First) (Middle)

C/O AISLING CAPITAL

888 SEVENTH AVE., 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Purcell Dennis J

(Last) (First) (Middle)

C/O AISLING CAPITAL

888 SEVENTH AVE., 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHIFF ANDREW N

(Last) (First) (Middle)

C/O AISLING CAPITAL

888 SEVENTH AVE., 12TH FLOOR

(Street)

NEW YORK NY 10106

(City) (State) (Zip)

Explanation of Responses:

1. On June 2, 2016, Aisling Capital III, LP ("Aisling") distributed 400,000 shares of Common Stock (the "Shares") of Agile Therapeutics, Inc. (the "Issuer") to its general and limited partners on a pro rata basis. Of the 400,000 Shares distributed by Aisling, Aisling Capital Partners III, LP ("Aisling GP") received its pro rata interest of 2,290 Shares, which it immediately distributed to its general and limited partners, including Aisling Capital Partners III LLC ("Aisling Partners") and Dennis Purcell, Dr. Andrew Schiff and Steve Elms. Of the 2,290 Shares distributed by Aisling GP, Aisling Partners received its pro rata interest of 9 Shares, which it immediately distributed to its members, including Messrs. Elms, Purcell and Schiff. (cont'd in FN 2)

2. (cont'd from FN 1) As a result of such distributions by Aisling, Aisling GP and Aisling Partners, Messrs. Elms, Purcell and Schiff received (and now directly or indirectly hold) 961 Shares, 1,879 Shares and 460 Shares, respectively, in addition to the Shares held indirectly through Aisling.

3. The reportable securities are owned directly by Aisling, and held indirectly by Aisling GP, as general partner of Aisling, Aisling Partners, as general partner of Aisling GP, and each of the individual managing members of Aisling Partners. The individual managing members (collectively, the "Managers") of Aisling Partners are Dennis Purcell, Dr. Andrew Schiff and Steve Elms. Aisling GP, Aisling Partners and the Managers share voting and dispositive power over the shares directly held by Aisling.

Remarks:

Upon completion of the transactions reported herein, each of the Reporting Persons ceased to be 10% owners with respect to the Issuer. -- Exhibit List: 99.1 - Signatures of Joint Filers

	See Signatures on Exhibit 99.1	06/03/2016
	** Signature of Reporting Person	Date
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