Sec Form 4 Filing - CARLSON MARILYN R. @ Evoke Pharma Inc - 2019-06-17

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
CARLSON MARILYN R.
2. Issuer Name and Ticker or Trading Symbol
Evoke Pharma Inc [ EVOK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
(Last) (First) (Middle)
C/O EVOKE PHARMA, INC., 420 STEVENS AVENUE, SUITE 370
3. Date of Earliest Transaction (MM/DD/YY)
06/17/2019
(Street)
SOLANA BEACH, CA92075
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
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
Stock Option (Right to Buy) $ 3.07 06/17/2019 D 50,000 ( 1 ) 01/27/2026 Common Stock 50,000 ( 2 ) 0 D
Stock Option (Right to Buy) $ 3.04 06/17/2019 D 75,000 ( 3 ) 02/04/2026 Common Stock 75,000 ( 4 ) 0 D
Stock Option (Right to Buy) $ 3.04 06/17/2019 D 33,750 ( 3 ) 02/04/2026 Common Stock 33,750 ( 5 ) 0 D
Stock Option (Right to Buy) $ 2.36 06/17/2019 D 100,000 ( 6 ) 01/24/2027 Common Stock 100,000 ( 7 ) 0 D
Stock Option (Right to Buy) $ 2.43 06/17/2019 D 125,000 ( 8 ) 02/06/2028 Common Stock 125,000 ( 9 ) 0 D
Stock Option (Right to Buy) $ 2.94 06/17/2019 D 125,000 ( 10 ) 02/05/2029 Common Stock 125,000 ( 11 ) 0 D
Stock Option (Right to Buy) $ 0.62 06/17/2019 A 37,500 ( 12 ) 01/27/2026 Common Stock 37,500 $ 0 37,500 D
Stock Option (Right to Buy) $ 0.62 06/17/2019 A 56,250 ( 12 ) 02/04/2026 Common Stock 56,250 $ 0 56,250 D
Stock Option (Right to Buy) $ 0.62 06/17/2019 A 25,312 ( 12 ) 02/04/2026 Common Stock 25,312 $ 0 25,312 D
Stock Option (Right to Buy) $ 0.62 06/17/2019 A 75,000 ( 12 ) 01/24/2017 Common Stock 75,000 $ 0 75,000 D
Stock Option (Right to Buy) $ 0.62 06/17/2019 A 93,750 ( 12 ) 02/06/2028 Common Stock 93,750 $ 0 93,750 D
Stock Option (Right to Buy) $ 0.62 06/17/2019 A 93,750 ( 12 ) 02/05/2028 Common Stock 93,750 $ 0 93,750 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CARLSON MARILYN R.
C/O EVOKE PHARMA, INC.
420 STEVENS AVENUE, SUITE 370
SOLANA BEACH, CA92075
Chief Medical Officer
Signatures
/s/ Matthew J. D'Onofrio, Attorney-in-fact for Marilyn R. Carlson 06/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2016, subject to the reporting person's continued service to the Issuer through each such vesting date.
(
2 )On June 17, 2019, the Issuer canceled an option granted on January 28, 2016. In exchange for the canceled option, the reporting person received 37,500 options to purchase common stock.
( 3 )The total number of shares of common stock subject to the option vests in 36 equal monthly installments over the three-year period beginning on January 1, 2016, subject to the reporting person's continued service to the Issuer through each such vesting date.
( 4 )On June 17, 2019, the Issuer canceled an option granted on February 5, 2016. In exchange for the canceled option, the reporting person received 56,250 options to purchase common stock.
( 5 )On June 17, 2019, the Issuer canceled an option granted on February 5, 2016. In exchange for the canceled option, the reporting person received 25,312 options to purchase common stock.
( 6 )The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2017, subject to the reporting person's continued service to the Issuer through each such vesting date.
( 7 )On June 17, 2019, the Issuer canceled an option granted on January 25, 2017. In exchange for the canceled option, the reporting person received 75,000 options to purchase common stock.
( 8 )The option grant date was February 7, 2018, subject to approval of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "Plan") by the Issuer's stockholders which occurred at the Issuer's annual stockholder meeting on April 26, 2018. The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2018, subject to the reporting person's continued service to the Issuer through each such vesting date. Notwithstanding the foregoing vesting schedule, in no event may the option be exercised prior to the earlier of (i) the date on which the Issuer receives marketing approval from the U.S. Food and Drug Administration of Gimoti, (ii) the second anniversary of the date of grant, or (iii) the date of a "change in control" under Section 2.9 of the Plan.
( 9 )On June 17, 2019, the Issuer canceled an option granted on February 7, 2018. In exchange for the canceled option, the reporting person received 93,750 options to purchase common stock.
( 10 )The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2019, subject to the reporting person's continued service to the Issuer through each such vesting date.
( 11 )On June 17, 2019, the Issuer canceled an option granted on February 6, 2019. In exchange for the canceled option, the reporting person received 93,750 options to purchase common stock.
( 12 )The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on June 17, 2019, subject to the reporting person's continued service to the Issuer through each such vesting 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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