| 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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | |||||||
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| 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. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
