Luc Marengere Form 4 Acer Therapeutics / Hubert Birner 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

TVM Life Science Ventures VI GmbH & Co KG

(Last) (First) (Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH 2M 80333

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Acer Therapeutics Inc. [ ACER ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2017

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	09/19/2017		J(1)		663,782	A	(1)	663,782	I	See Footnote(2)
Common Stock	09/19/2017		J(1)		227,485	A	(1)	227,485	I	See Footnote(3)
Common Stock	09/19/2017		J(1)		1,172,709	A	(1)	1,172,709	I	See Footnote(4)

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^*

TVM Life Science Ventures VI GmbH & Co KG

(Last) (First) (Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH 2M 80333

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TVM Life Science Ventures VI LP

(Last) (First) (Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH 2M 80333

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TVM Life Science Ventures VII L.P.

(Last) (First) (Middle)

C/O TVM CAPITAL GROUP

204, RUE NOTRE-DAME OUEST, BUREAU 350

(Street)

MONTREAL A8 H2Y 1T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Birner Hubert

(Last) (First) (Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH 2M 80333

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Marengere Luc

(Last) (First) (Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH 2M 80333

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Fischer Stefan

(Last) (First) (Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH 2M 80333

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHUHSLER HELMUT

(Last) (First) (Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH 2M 80333

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wanless Mark

(Last) (First) (Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH 2M 80333

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Leatt Gary

(Last) (First) (Middle)

C/O TVM CAPITAL GROUP

OTTOSTRASSE 4

(Street)

MUNICH 2M 80333

(City) (State) (Zip)

Explanation of Responses:

1. These shares were acquired pursuant to an Agreement and Plan of Merger, dated as of June 30, 2017 (the "Merger Agreement"), pursuant to which a wholly-owned subsidiary of the Issuer merged with and into Acer Therapeutics Inc. ("Acer"). Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement) of the closing of the Mergers contemplated thereby, the then outstanding shares of Acer's common stock were cancelled and were automatically converted into the right to receive 1 share of the Issuer's common stock for each share of Acer common stock then held by the Reporting Persons. These shares were previously reported on a Form 3 filed by the Reporting Persons on the date of this filing.

2. The shares are directly held by TVM Life Science Ventures VI GmbH & Co. KG ("TVM VI"). Hubert Birner ("Birner"), Stefan Fischer ("Fischer"), and Helmut Schuhsler ("Schuhsler") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. TVM VI Management, Birner, Schuhsler and Fischer each disclaim beneficial ownership of the shares held by TVM VI, except to the extent of any pecuniary interest therein, if any. Birner is a director of the Issuer.

3. The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). Birner, Schuhsler and Fischer are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. TVM VI Management, Birner, Schuhsler and Fischer each disclaim beneficial ownership of the shares held by TVM VI LP, except to the extent of any pecuniary interest therein, if any.

4. These shares are directly held by TVM Life Science Ventures VII L.P. ("TVM VII LP"). TVM Life Science Ventures VII (GP) Ltd. ("TVM VII GP Ltd") is the general partner of TVM VII LP. Luc Marengere ("Marengere"), Mark Wanless ("Wanless"), Gary Leatt ("Leatt"), Birner, Fischer and Schuhsler are members of the investment committee of TVM VII GP Ltd, which has voting and investment power with respect to these shares. TVM VII GP Ltd, Birner, Fischer, Schuhsler, Marengere, Wanless and Leatt each disclaim any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein, if any. Marengere is a director of the Issuer.

Remarks:

	/s/ Stefan Fischer, Director of TVM Life Science Ventures VI LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI GMBH & Co. KG	09/27/2017
	/s/ Stefan Fischer, Director of TVM Life Science Ventures VI LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI L.P.	09/27/2017
	/s/ Stefan Fischer, Director of TVM Life Science Ventures VII (GP) Ltd., general partner of TVM Life Science Ventures VII L.P.	09/27/2017
	/s/ Stefan Fischer, Attorney in Fact for Hubert Birner	09/27/2017
	/s/ Luc Marengere	09/27/2017
	/s/ Stefan Fischer	09/27/2017
	/s/ Stefan Fischer, Attorney in Fact for Helmut Schuhsler	09/27/2017
	/s/ Mark Wanless	09/27/2017
	/s/ Gary Leatt	09/27/2017
	** 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).
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.