Sec Form 4 Filing - Stevenson Sharon @ OBALON THERAPEUTICS INC - 2016-10-12

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
Stevenson Sharon
2. Issuer Name and Ticker or Trading Symbol
OBALON THERAPEUTICS INC [ OBLN]
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 OKAPI VENTURE CAPITAL, 1590 SOUTH COAST HIGHWAY, NO. 10
3. Date of Earliest Transaction (MM/DD/YY)
10/12/2016
(Street)
LAGUNA BEACH, CA92651
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 10/12/2016 C 190,780 A 190,780 I By Okapi Ventures, L.P. ( 2 )
Common Stock 10/12/2016 C 266,829 A 457,609 I By Okapi Ventures, L.P. ( 2 )
Common Stock 10/12/2016 C 40,995 A 498,604 I By Okapi Ventures, L.P. ( 2 )
Common Stock 10/12/2016 C 161,504 A 161,504 I By Okapi Ventures II, L.P. ( 5 )
Common Stock 10/12/2016 C 119,441 A 280,945 I By Okapi Ventures II, L.P. ( 5 )
Common Stock 10/12/2016 C 47,629 A 546,233 I By Okapi Ventures, L.P. ( 2 )
Common Stock 10/12/2016 C 60,290 A 341,235 I By Okapi Ventures II, L.P. ( 5 )
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
Series A Preferred Stock ( 1 ) 10/12/2016 C 143,677 ( 1 ) ( 1 ) Common Stock 190,780 ( 1 ) 0 I By Okapi Ventures, L.P. ( 2 )
Series B Preferred Stock ( 3 ) 10/12/2016 C 266,829 ( 3 ) ( 3 ) Common Stock 266,829 ( 3 ) 0 I By Okapi Ventures, L.P. ( 2 )
Series C Preferred Stock ( 4 ) 10/12/2016 C 40,995 ( 4 ) ( 4 ) Common Stock 40,995 ( 4 ) 0 I By Okapi Ventures, L.P. ( 2 )
Series C Preferred Stock ( 4 ) 10/12/2016 C 161,504 ( 4 ) ( 4 ) Common Stock 161,504 ( 4 ) 0 I By Okapi Ventures II, L.P. ( 5 )
Series D Preferred Stock ( 6 ) 10/12/2016 C 119,441 ( 6 ) ( 6 ) Common Stock 119,441 ( 6 ) 0 I By Okapi Ventures II, L.P. ( 5 )
Series E Preferred Stock ( 7 ) 10/12/2016 C 47,629 ( 7 ) ( 7 ) Common Stock 47,629 ( 7 ) 0 I By Okapi Ventures, L.P. ( 2 )
Series E Preferred Stock ( 7 ) 10/12/2016 C 60,290 ( 7 ) ( 7 ) Common Stock 60,290 ( 7 ) 0 I By Okapi Ventures II, L.P. ( 5 )
Series C Preferred Stock Warrant (right to buy) $ 6.1918 10/12/2016 C 4,037 ( 8 ) 02/24/2019 Series C Preferred Stock 4,037 $ 0 0 I By Okapi Ventures, L.P. ( 2 )
Common Stock Warrant (right to buy) $ 6.1918 10/12/2016 C 4,037 ( 9 ) 02/24/2019 Common Stock 4,037 $ 0 4,037 I By Okapi Ventures, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stevenson Sharon
C/O OKAPI VENTURE CAPITAL
1590 SOUTH COAST HIGHWAY, NO. 10
LAGUNA BEACH, CA92651
X
Signatures
/s/ Nooshin Hussainy as attorney-in-fact for Sharon Stevenson, DVM Ph.D. 10/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the issuer's Series A Preferred Stock automatically converted into 1.327844907 shares of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its firm commitment initial public offering (the "IPO") pursuant to a registration statement on Form S-1 (File No. 333-213551) under the Securities Act of 1933, as amended (the "Registration Statement"), and had no expiration date.
( 2 )These securities are held of record by Okapi Ventures, L.P. ("OV"). Okapi Venture Partners, LLC ("OVLLC") is the general partner of OV. The reporting person is a managing director of OVLLC, and shares voting and investment power over the securities. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person is a beneficial owner of these securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
( 3 )Each share of the issuer's Series B Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
( 4 )Each share of the issuer's Series C Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
( 5 )These securities are held of record by Okapi Ventures II, L.P. ("OVII"). Okapi Venture Partners II, LLC ("OVIILLC") is the general partner of OVII. The reporting person is a managing director of OVIILLC, and shares voting and investment power over the securities. The reporting person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of her pecuniary interest therein, if any. This report shall not be deemed an admission that the reporting person is a beneficial owner of these securities for the purposes of Section 16 of the Exchange Act, or for any other purposes.
( 6 )Each share of the issuer's Series D Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
( 7 )Each share of the issuer's Series E Preferred Stock automatically converted into 1 share of the issuer's Common Stock on October 12, 2016 in connection with the closing of the issuer's sale of its Common Stock in its IPO pursuant to the Registration Statement, and had no expiration date.
( 8 )The warrant is exercisable at any time at the holder's election on a one-for-one basis. If not exercised prior to the closing of the IPO, the warrant will convert into a warrant to purchase shares of the issuer's Common Stock on a one-for-one basis.
( 9 )The warrant is exercisable at any time at the holder's election.

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.