Sec Form 4 Filing - File Justin J. @ Evofem Biosciences, Inc. - 2018-01-17

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
File Justin J.
2. Issuer Name and Ticker or Trading Symbol
Evofem Biosciences, Inc. [ EVFM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
C/O EVOFEM BIOSCIENCES, INC., 12400 HIGH BLUFF DRIVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
01/17/2018
(Street)
SAN DIEGO, CA92130
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) $ 46.36 01/17/2018 A 12,833 ( 1 ) ( 2 ) ( 3 ) 09/28/2026 Common Stock 12,833 ( 2 ) 12,833 D
Stock Option (right to buy) $ 46.36 01/17/2018 A 10,266 ( 1 ) ( 2 ) ( 4 ) 09/28/2026 Common Stock 10,266 ( 2 ) 10,266 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
File Justin J.
C/O EVOFEM BIOSCIENCES, INC.
12400 HIGH BLUFF DRIVE, SUITE 600
SAN DIEGO, CA92130
Chief Financial Officer
Signatures
/s/ Melanie Ruthrauff Levy, attorney-in-fact 01/18/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 17, 2018, Issuer completed a merger transaction (the "Merger") pursuant to an Agreement and Plan of Merger and Reorganization, dated October 17, 2017, by and among Issuer, Nobelli Merger Sub, Inc., and Evofem Biosciences Operations, Inc., formerly known as Evofem Biosciences, Inc. ("Evofem Operations"), as filed with the Securities and Exchange Commission on Form 8-K on October 17, 2017 (the "Merger Agreement"). Pursuant to the Merger Agreement all issued and outstanding options of Evofem Operations converted into and became options to purchase shares of Issuer's common stock.
( 2 )These options to purchase common stock of Issuer were received in connection with the Merger in exchange for options to purchase up to 900,000 shares of common stock of Evofem Operations. Each option to purchase one share of common stock of Evofem Operations was cancelled and exchanged for the right to receive an option to purchase 0.154 shares of common stock of Issuer. The shares of common stock of Issuer exercisable pursuant to the option reported reflect any necessary adjustments to account for the 6 for 1 reverse stock split effected by Issuer on January 17, 2018.
( 3 )Mr. File acquired a vested interest in twenty-five percent (25%) of the shares of common stock exercisable pursuant to the option effective as of September 28, 2016 (the "Vesting Start Date"). The remaining shares shall vest in a series of thirty-six (36) successive equal monthly installments on the monthly anniversary of the Vesting Start Date, such that all shares of common stock of Issuer exercisable pursuant to the option shall be fully vested on September 28, 2019, subject to Mr. File's continued service.
( 4 )Mr. File acquired a vested interest in twenty-five percent (25%) of the shares of common stock exercisable pursuant to the option effective as of September 28, 2017 (the "Vesting Start Date"). The remaining shares shall vest in a series of thirty-six (36) successive equal monthly installments on the monthly anniversary of the Vesting Start Date, such that all shares of common stock of Issuer exercisable pursuant to the option shall be fully vested on September 28, 2020, subject to Mr. File's continued service.

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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