P. Kent Hawryluk Form 4 Gemphire Therapeutics / P. Kent Hawryluk 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^*

Hawryluk P. Kent

(Last) (First) (Middle)

43334 SEVEN MILE ROAD

SUITE 1000

(Street)

NORTHVILLE MI 48167

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2016

4. 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 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	08/10/2016		C		7,457	A	(1)	7,457	I	Held by the P. Kent Hawryluk Revocable Trust(2)
Common Stock	08/10/2016		J(3)		816	A	$6.7059	8,273	I	Held by the P. Kent Hawryluk Revocable Trust(2)
Common Stock	08/10/2016		C		23,616	A	$6.7059	31,889	I	Held by the P. Kent Hawryluk Revocable Trust(2)
Common Stock	08/10/2016		P		25,000	A	$10	56,889	I	Held by the P. Kent Hawryluk Revocable Trust(2)
Common Stock								32,062	D

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
Series A Convertible Preferred Stock	(1)	08/10/2016		C			7,457	(1)	(1)	Common Stock	7,457	$0	0	I	Held by the P. Kent Hawryluk Trust(2)
8% Convertible Subordinated Promissory Notes	$6.7059	08/10/2016		C			$150,000(4)	(4)	(4)	Common Stock	23,616	$0	0	I	Held by the P. Kent Hawryluk Trust(2)

Explanation of Responses:

1. The Series A Convertible Preferred Stock converted into shares of common stock, par value $0.001 per share (the "Common Stock"), of Gemphire Therapeutics Inc. (the "Company") on a one-for-one basis immediately prior to the closing of the Company's initial public offering and had no expiration date.

2. These shares are indirectly owned by the reporting person as trustee of the P. Kent Hawryluk Trust.

3. Represents shares of Common Stock issued for payment of accrued dividends on the Series A Convertible Preferred Stock.

4. The notes were issued in the original principal amount of $150,000. The outstanding principal and $8,378 of accrued interest on the notes automatically converted into shares of Common Stock immediately prior to the closing of the Company's initial public offering.

	/s/ Stephanie Swan, by Power of Attorney	08/12/2016
	** 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 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.