Sec Form 4 Filing - TVM Life Science Ventures VI GmbH & Co KG @ Acer Therapeutics Inc. - 2017-09-19

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
TVM Life Science Ventures VI GmbH & Co KG
2. Issuer Name and Ticker or Trading Symbol
Acer Therapeutics Inc. [ ACER]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TVM CAPITAL GROUP, OTTOSTRASSE 4
3. Date of Earliest Transaction (MM/DD/YY)
09/19/2017
(Street)
MUNICH, 2M80333
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 09/19/2017 J( 1 ) 663,782 A 663,782 I See Footnote ( 2 )
Common Stock 09/19/2017 J( 1 ) 227,485 A 227,485 I See Footnote ( 3 )
Common Stock 09/19/2017 J( 1 ) 1,172,709 A 1,172,709 I See Footnote ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TVM Life Science Ventures VI GmbH & Co KG
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4
MUNICH, 2M80333
X X
TVM Life Science Ventures VI LP
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4
MUNICH, 2M80333
X X
TVM Life Science Ventures VII L.P.
C/O TVM CAPITAL GROUP
204, RUE NOTRE-DAME OUEST, BUREAU 350
MONTREAL, A8H2Y 1T3
X X
Birner Hubert
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4
MUNICH, 2M80333
X X
Marengere Luc
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4
MUNICH, 2M80333
X
Fischer Stefan
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4
MUNICH, 2M80333
X
SCHUHSLER HELMUT
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4
MUNICH, 2M80333
X
Wanless Mark
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4
MUNICH, 2M80333
X
Leatt Gary
C/O TVM CAPITAL GROUP
OTTOSTRASSE 4
MUNICH, 2M80333
X
Signatures
/s/ Stefan Fischer, Director of TVM Life Science Ventures VI LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI GMBH & Co. KG 09/27/2017
Signature of Reporting Person Date
/s/ Stefan Fischer, Director of TVM Life Science Ventures VI LLC, general partner of TVM Life Science Ventures Management VI L.P., managing limited partner of TVM Life Science Ventures VI L.P. 09/27/2017
Signature of Reporting Person Date
/s/ Stefan Fischer, Director of TVM Life Science Ventures VII (GP) Ltd., general partner of TVM Life Science Ventures VII L.P. 09/27/2017
Signature of Reporting Person Date
/s/ Stefan Fischer, Attorney in Fact for Hubert Birner 09/27/2017
Signature of Reporting Person Date
/s/ Luc Marengere 09/27/2017
Signature of Reporting Person Date
/s/ Stefan Fischer 09/27/2017
Signature of Reporting Person Date
/s/ Stefan Fischer, Attorney in Fact for Helmut Schuhsler 09/27/2017
Signature of Reporting Person Date
/s/ Mark Wanless 09/27/2017
Signature of Reporting Person Date
/s/ Gary Leatt 09/27/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were acquired pursuant to an Agreement and Plan of Merger, dated as of June 30, 2017 (the "Merger Agreement"), pursuant to which a wholly-owned subsidiary of the Issuer merged with and into Acer Therapeutics Inc. ("Acer"). Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement) of the closing of the Mergers contemplated thereby, the then outstanding shares of Acer's common stock were cancelled and were automatically converted into the right to receive 1 share of the Issuer's common stock for each share of Acer common stock then held by the Reporting Persons. These shares were previously reported on a Form 3 filed by the Reporting Persons on the date of this filing.
( 2 )The shares are directly held by TVM Life Science Ventures VI GmbH & Co. KG ("TVM VI"). Hubert Birner ("Birner"), Stefan Fischer ("Fischer"), and Helmut Schuhsler ("Schuhsler") are members of the investment committee of TVM Life Science Ventures Management VI L.P. ("TVM VI Management"), a special limited partner of TVM VI, with voting and dispositive power over the shares held by TVM VI. TVM VI Management, Birner, Schuhsler and Fischer each disclaim beneficial ownership of the shares held by TVM VI, except to the extent of any pecuniary interest therein, if any. Birner is a director of the Issuer.
( 3 )The shares are directly held by TVM Life Science Ventures VI L.P. ("TVM VI LP"). Birner, Schuhsler and Fischer are members of the investment committee of TVM VI Management, a special limited partner of TVM VI LP, with voting and dispositive power over the shares held by TVM VI LP. TVM VI Management, Birner, Schuhsler and Fischer each disclaim beneficial ownership of the shares held by TVM VI LP, except to the extent of any pecuniary interest therein, if any.
( 4 )These shares are directly held by TVM Life Science Ventures VII L.P. ("TVM VII LP"). TVM Life Science Ventures VII (GP) Ltd. ("TVM VII GP Ltd") is the general partner of TVM VII LP. Luc Marengere ("Marengere"), Mark Wanless ("Wanless"), Gary Leatt ("Leatt"), Birner, Fischer and Schuhsler are members of the investment committee of TVM VII GP Ltd, which has voting and investment power with respect to these shares. TVM VII GP Ltd, Birner, Fischer, Schuhsler, Marengere, Wanless and Leatt each disclaim any beneficial ownership of the reported securities, except to the extent of any pecuniary interest therein, if any. Marengere is a director of the Issuer.

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).

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.