Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Gemphire Therapeutics Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
36870A 108
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
x |
Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 36870A 108 | |||||
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1 |
Name of Reporting Person: | |||
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2 |
Check the Appropriate Box if a Member of a Group: | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only: | |||
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4 |
Citizenship or Place of Organization: | |||
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Number of |
5 |
Sole Voting Power: | |||
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6 |
Shared Voting Power: | ||||
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7 |
Sole Dispositive Power: | ||||
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8 |
Shared Dispositive Power: | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares: o | |||
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11 |
Percent of Class Represented by Amount in Row (9): | |||
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12 |
Type of Reporting Person: | |||
(1) Includes (a) 5,220 shares underlying an option to purchase common stock with an exercise price of $1.344, and (b) 75,000 shares underlying an option to purchase common stock with an exercise price of $10.00.
Item 1. | |||
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(a) |
Name of Issuer. | |
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(b) |
Address of issuers principal executive offices. | |
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Item 2. | |||
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(a) |
Name of person filing (the Reporting Person). | |
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(b) |
Address or principal business office or, if none, residence. | |
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(c) |
Citizenship. | |
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(d) |
Title of Class of Securities. | |
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(e) |
CUSIP No. | |
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Item 3. |
If this statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: | ||
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
o |
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). |
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(g) |
o |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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(h) |
o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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(i) |
o |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j) |
o |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). |
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(k) |
o |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.____________________________ |
Item 4. |
Ownership. |
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(c) |
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Name |
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(a) |
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(b) |
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Sole Power to |
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Shared |
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Sole Power to |
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Shared Power to |
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Mina Sooch |
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773,952 |
(1) |
8.3 |
% |
773,952 |
(1) |
0 |
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773,952 |
(1) |
0 |
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Arvinder S. Sooch Trust(2) |
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39,431 |
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0 |
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39,431 |
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0 |
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39,431 |
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(1) Includes (a) 5,220 shares underlying an option to purchase common stock with an exercise price of $1.344, and (b) 75,000 shares underlying an option to purchase common stock with an exercise price of $10.00.
(2) By reason of the provisions of Rule 13d-3 of the Act, Ms. Sooch may be deemed to beneficially own the shares beneficially owned by the trust for which her spouse serves as trustee. Ms. Sooch disclaims beneficial ownership of the securities owned by the trust except to the extent of her pecuniary interest therein.
* As of December 31, 2016 (based on 9,270,255 shares of the Issuers Common Stock outstanding as reported by the Issuer to the Reporting Person).
Item 5. |
Ownership of Five Percent or Less of a Class. |
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Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group. |
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Not applicable. |
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Item 9. |
Notice of Dissolution of Group. |
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Not applicable. |