Gardner Joseph H. Form 3 Aerpio Pharmaceuticals / Joseph H. Gardner 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^*

Gardner Joseph H.

(Last) (First) (Middle)

C/O AERPIO PHARMACEUTICALS, INC.

9987 CARVER ROAD, SUITE 420

(Street)

CINCINNATI OH 25242

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2017

3. Issuer Name and Ticker or Trading Symbol
Aerpio Pharmaceuticals, Inc. [ NONE ]

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

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

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	493,023(1)	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)	(2)	03/22/2022	Common Stock	23,017	1.65	D
Stock Option (Right to Buy)	(3)	03/22/2022	Common Stock	4,710	1.65	D
Stock Option (Right to Buy)	(4)	02/18/2024	Common Stock	207,628	2.1	D

Explanation of Responses:

1. These shares were acquired pursuant to an Agreement and Plan of Merger, dated as of March 7, 2017 (the "Merger Agreement"), pursuant to which a wholly-owned subsidiary of the Company merged with and into Aerpio Therapeutics, Inc. ("Aerpio"). Pursuant to the Merger Agreement, the then outstanding shares of Aerpio's common stock and outstanding shares of each series of Aerpio's preferred stock were cancelled and were automatically converted into the right to received shares of the Company's common stock on a 2.3336572-1 basis upon closing of the merger.

2. This stock option was granted under Aerpio's 2011 Equity Incentive Plan and vests over four (4) years beginning on January 23, 2008, at a rate of 2.0833% per month. This stock option represents options that the Company issued in connection with the merger pursuant to which options to purchase Aerpio common stock were converted into options to purchase the Company's common stock on a 2.3336572-1 basis.

3. This stock option was granted under Aerpio's 2011 Equity Incentive Plan and vests over four (4) years beginning on July 28, 2010, at a rate of 2.0833% per month. This stock option represents options that the Company issued in connection with the merger pursuant to which options to purchase Aerpio common stock were converted into options to purchase the Company's common stock on a 2.3336572-1 basis.

4. This stock option was granted under Aerpio's 2011 Equity Incentive Plan and vests over four (4) years beginning on February 18, 2014, at a rate of 2.0833% per month. This stock option represents options that the Company issued in connection with the merger pursuant to which options to purchase Aerpio common stock were converted into options to purchase the Company's common stock on a 2.3336572-1 basis.

Remarks:

President and Chief Executive Officer Exhibit 24.1: Limited Power of Attorney

	/s/ Joseph Gardner	03/17/2017
	** 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 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.
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