SEC FORM 4 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
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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*
Gullans Steven R. Ph.D.

(Last) (First) (Middle)
17199 N. LAUREL PARK DRIVE
SUITE 401

(Street)
LIVONIA MI 48152

(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
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
05/22/2018
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
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
Employee Stock Option (right to buy) $5.56 05/22/2018(1) A 50,000 (2) 04/30/2028 Common Stock 50,000 $0 50,000 D
Employee Stock Option (right to buy) $5.56 05/22/2018(1) A 50,000 (3) 04/30/2028 Common Stock 50,000 $0 50,000 D
Explanation of Responses:
1. The option was approved by the board of directors of the issuer on May 1, 2018, subject to stockholder approval of an amendment to the equity incentive plan under which the option was granted. The issuer's stockholders approved such amendment on May 22, 2018.
2. The option vests in a series of 48 successive equal monthly installments on the last day of each month, commencing on the grant date. The option includes an early exercise provision, subject to the issuer's right of repurchase with respect to any unvested shares of common stock.
3. 50,000 shares underlying the option will vest if and when the issuer's common stock achieves a specified volume weighted average closing price for 30 consecutive days on or before December 31, 2019. 50,000 remaining shares underlying the option award are subject to a performance condition and will vest on the date that the first patient in the first Phase 3 clinical trial in a non-orphan indication receives the first dose of gemcabene if such event occurs on or before December 31, 2019. The option includes an early exercise provision, subject to the issuer's right of repurchase with respect to any unvested shares of common stock.
/s/ Stephanie Swan, by Power of Attorney 05/24/2018
** 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).
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