| 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)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/04/2016 |
3. Issuer Name and Ticker or Trading Symbol
Gemphire Therapeutics Inc. [ GEMP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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) |
| Common Stock | 1,192,690 | D | |
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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) | 06/29/2015 | 06/28/2025 | Common Stock | 4,474 | 1.344 | D | |
| Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 59,561(1) | (1) | I | Held by The Charles L. Bisgaier Trust(2) |
| 8% Convertible Subordinated Promissory Notes | (3) | (3) | Common Stock | $125,000(3) | 6.7059 | I | Held by Bisgaier Family, LLC |
| 8% Convertible Subordinated Promissory Notes | (4) | (4) | Common Stock | $100,000(4) | 6.7059 | I | Held by The Charles L. Bisgaier Trust(2) |
| Explanation of Responses: |
| 1. The Series A Convertible Preferred Stock has no expiration date, and shall convert into shares of common stock, par value $0.001 per share, of Gemphire Therapeutics Inc. (the "Company") on a one-for-one basis immediately prior to the closing of the Company's initial public offering. |
| 2. These shares are indirectly owned by the reporting person as trustee of The Charles L. Bisgaier Trust. |
| 3. The notes were issued in the original principal amount of $125,000. The outstanding principal and accrued interest on such notes will automatically convert into shares of common stock, par value $0.001 per share, of the Company immediately prior to the closing of the Company's initial public offering. The notes bear interest at a rate of 8% per annum. The notes have accrued interest of $3,781 to date and will continue to accrue interest until conversion. |
| 4. The notes were issued in the original principal amount of $100,000. The outstanding principal and accrued interest on such notes will automatically convert into shares of common stock, par value $0.001 per share, of the Company immediately prior to the closing of the Company's initial public offering. The notes bear interest at a rate of 8% per annum. The notes have accrued interest of $8,132 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. | ||
Exhibit 24
POWER OF ATTORNEY
Know all men by these presents, that the undersigned hereby constitutes and appoints each of David Lowenschuss, Amy Rabourn, Meredith Ervine, Gabrielle Sims, and Stephanie Swan, signing singly, and with full power of substitution, his or her true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, with respect to the undersigned’s position as an officer and/or director of Gemphire Therapeutics Inc. (the “Company”), Form ID and Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID or Forms 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange, stock market or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, and in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of April, 2016.
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/s/ Charles Bisgaier |
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Charles Bisgaier |