Sec Form 4 Filing - HAWLEY ROGER @ Dare Bioscience, Inc. - 2017-07-19

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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
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1. Name and Address of Reporting Person
HAWLEY ROGER
2. Issuer Name and Ticker or Trading Symbol
Dare Bioscience, Inc. [ DARE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O DAR? BIOSCIENCE, INC., 11119 NORTH TORREY PINES ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
07/19/2017
(Street)
LA JOLLA, CA92037
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 07/19/2017 A 182,697 A 182,697 D
Common Stock 07/19/2017 A 307,714 A $ 0 ( 1 ) ( 3 ) 490,411 I By The Hawley Family Trust Dated October 22, 2004
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
Option to Purchase Common Stock $ 0.005 07/19/2017 A 10,149 ( 1 ) ( 4 ) ( 5 ) 12/01/2025 Common Stock 10,149 ( 4 ) 10,149 D
Option to Purchase Common Stock $ 6.56 ( 6 ) 07/19/2017 A 2,200 ( 7 ) ( 8 ) 07/19/2027 Common Stock 2,200 $ 0 2,200 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HAWLEY ROGER
C/O DAR? BIOSCIENCE, INC.
11119 NORTH TORREY PINES ROAD, SUITE 200
LA JOLLA, CA92037
X
Signatures
/s/ Sebastian E. Lucier, Attorney-in-fact 07/21/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In exchange for the issuance of shares of common stock and options to purchase shares of common stock of Dare Bioscience, Inc. (the "Corporation"), the Corporation acquired all of the issued and outstanding shares of common stock of Dare Bioscience Operations, Inc. ("Dare Operations") pursuant to the terms of a Stock Purchase Agreement, dated March 19, 2017, by and between the Corporation, Dare Operations and certain equityholders of Dare Operations party thereto, as filed with the Securities and Exchange Commission on Form 8-K on March 20, 2017 (such exchanges and issuances, the "Transaction").
( 2 )The shares of common stock of the Corporation reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These shares of common stock of the Corporation were received in connection with the Transaction in exchange for 900,000 shares of Dare Operations common stock. On the effective date of the Transaction, the closing price of the common stock of the Corporation, as reported on The Nasdaq Capital Market, was $6.56 per share (on a post-split basis). Each share of common stock of Dare Operations was cancelled and exchanged for the right to receive 0.2029969047 shares of common stock of the Corporation (on a post-split basis).
( 3 )The shares of common stock of the Corporation reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These shares of common stock of the Corporation were received in connection with the Transaction in exchange for 1,515,857 shares of Dare Operations common stock. On the effective date of the Transaction, the closing price of the common stock of the Corporation, as reported on The Nasdaq Capital Market, was $6.56 per share (on a post-split basis). Each share of common stock of Dare Operations was cancelled and exchanged for the right to receive 0.2029969047 shares of common stock of the Corporation (on a post-split basis).
( 4 )The shares of common stock of the Corporation excercisable pursuant to the option reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These options to purchase common stock of the Corporation were received in connection with the Transaction in exchange for 50,000 options to purchase shares of common stock of Dare Operations. Each option to purchase one share of common stock of Dare Operations was cancelled and exchanged for the right to receive an option to purchase 0.2029969047 shares of common stock of the Corporation (on a post-split basis).
( 5 )Commencing on May 28, 2015 (the "Vesting Start Date"), Mr. Hawley shall acquire a vested interest in the shares of common stock of the Corporation exercisable pursuant to the option in a series of three (3) successive annual installments on the yearly anniversary of the Vesting Start Date, subject to Mr. Hawley's continued service to the Corporation.
( 6 )The exercise price reported reflects the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017.
( 7 )Mr. Hawley was awarded options to purchase shares of the Corporation's common stock in connection with his service as a member of the Board of Directors (the "Director Options") pursuant to the Corporation's 2014 Stock Incentive Plan and the Non-Employee Director Compensation Policy.
( 8 )The Director Options will vest in equal annual installments over a three year period measured from the date of grant, subject to Mr. Hawley's continued service to the Corporation, and will become exercisable in full upon a change of control of the Corporation.

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