Sec Form 4 Filing - DP VII ASSOCIATES LP @ Evoke Pharma Inc - 2015-04-14

Insider filing report for Changes in Beneficial Ownership
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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
DP VII ASSOCIATES LP
2. Issuer Name and Ticker or Trading Symbol
Evoke Pharma Inc [ EVOK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O DOMAIN ASSOCIATES, LLC, ONE PALMER SQUARE
3. Date of Earliest Transaction (MM/DD/YY)
04/14/2015
(Street)
PRINCETON, NJ08542
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 04/14/2015 S 168 D $ 7.78 ( 1 ) 18,838 D ( 2 ) ( 3 ) ( 4 )
Common Stock 04/15/2015 S 135 D $ 7.58 ( 5 ) 18,703 D ( 2 ) ( 3 ) ( 4 )
Common Stock 04/16/2015 S 554 D $ 7.07 ( 6 ) 18,149 D ( 2 ) ( 3 ) ( 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
DP VII ASSOCIATES LP
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
BLAIR JAMES C
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
DOVEY BRIAN H
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
TREU JESSE I
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
VITULLO NICOLE
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
SCHOEMAKER KATHLEEN K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
Halak Brian K
C/O DOMAIN ASSOCIATES, LLC
ONE PALMER SQUARE
PRINCETON, NJ08542
X
Signatures
/s/Kathleen K. Schoemaker, as Managing Member of One Palmer Square Associates VII, LLC, General Partner of DP VII Associates, L.P., individually, & as Attorney-in-Fact for James C. Blair, Brian H. Dovey, Jesse I. Treu, Nicole Vitullo & Brian K. Halak 04/16/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.65 to $7.84. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 2 )The securities reported as directly beneficially owned by the Reporting Person may be deemed to be indirectly beneficially owned by each of the Reporting Owners listed below, each of whom is a managing member of One Palmer Square Associates VII, LLC ("OPSA VII"), the sole general partner of the Reporting Person. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by the Reporting Person, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
( 3 )As managing members of OPSA VII, which is also the sole general partner of Domain Partners VII, L.P. each Reporting Owner listed below may also be deemed to indirectly beneficially own 1,064,164 shares of Common Stock held by Domain Partners VII, L.P. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by Domain Partners VII, L.P., however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
( 4 )As managing members of Domain Associates, LLC, each Reporting Owner listed below may also be deemed to indirectly beneficially own 5,250 shares of Common Stock held by Domain Associates, LLC. Pursuant to Instruction 4(b)(iv) of Form 4, each such individual has elected to report as indirectly beneficially owned the entire number of securities owned by Domain Associates, LLC, however each of them disclaims beneficial ownership of any securities, and any proceeds thereof, that exceed his or her pecuniary interest therein and/or that are not actually distributed to him or her.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.50 to $7.91. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.36. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

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).
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