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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $ 8.67 | 02/05/2016 | D | 100,000 | (1) | 12/01/2023 | Common Stock | 100,000 | (2) | 0 | D | ||||
Stock Option (Right to Buy) | $ 6.22 | 02/05/2016 | D | 45,000 | (3) | 03/05/2025 | Common Stock | 45,000 | (4) | 0 | D | ||||
Stock Option (Right to Buy) | $ 3.04 | 02/05/2016 | A | 75,000 | (5) | 12/01/2023 | Common Stock | 75,000 | $ 0 | 75,000 | D | ||||
Stock Option (Right to Buy) | $ 3.04 | 02/05/2016 | A | 33,750 | (5) | 03/05/2025 | Common Stock | 33,750 | $ 0 | 33,750 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CARLSON MARILYN R. C/O EVOKE PHARMA, INC. 505 LOMAS SANTA FE DRIVE, SUITE 270 SOLANA BEACH, CA 92075 |
Chief Medical Officer |
/s/ Matthew J. D'Onofrio, Attorney-in-fact for Marilyn R. Carlson | 02/05/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 25% of the total number of shares of common stock subject to the option vested on December 1, 2014, and the remainder will vest in 36 equal monthly installments thereafter, subject to the reporting person's continued service to the Issuer through each such vesting date. |
(2) | On February 5, 2016, the Issuer canceled an option granted on December 2, 2013. In exchange for the canceled option, the reporting person received 75,000 options to purchase common stock. |
(3) | The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2015, subject to the reporting person's continued service to the Issuer through each such vesting date. |
(4) | On February 5, 2016, the Issuer canceled an option granted on March 6, 2015. In exchange for the canceled option, the reporting person received 33,750 options to purchase common stock. |
(5) | The total number of shares of common stock subject to the option vests in 36 equal monthly installments over the three-year period beginning on January 1, 2016, subject to the reporting person's continued service to the Issuer through each such vesting date. |