Sec Form 4 Filing - Bisgaier Charles PhD @ Gemphire Therapeutics Inc. - 2016-08-10

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
Bisgaier Charles PhD
2. Issuer Name and Ticker or Trading Symbol
Gemphire Therapeutics Inc. [ GEMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chair & Chief Scientific Off.
(Last) (First) (Middle)
43334 SEVEN MILE ROAD, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2016
(Street)
NORTHVILLE, MI48167
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 08/10/2016 C 59,561 A 59,561 I Held by The Charles L. Bisgaier Trust ( 2 )
Common Stock 08/10/2016 J( 3 ) 6,515 A $ 6.7059 66,076 I Held by The Charles L. Bisgaier Trust ( 2 )
Common Stock 08/10/2016 C 16,144 A $ 6.7059 82,220 I Held by The Charles L. Bisgaier Trust ( 2 )
Common Stock 08/10/2016 C 19,228 A $ 6.7059 19,228 I Held by Bisgaier Family, LLC
Common Stock 08/10/2016 P 51,750 A $ 10 1,244,440 D
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 Convertible Preferred Stock ( 1 ) 08/10/2016 C 59,561 ( 1 ) ( 1 ) Common Stock 59,561 $ 0 0 I Held by The Charles L. Bisgaier Trust ( 2 )
8% Convertible Subordinated Promissory Notes $ 6.7059 08/10/2016 C ( 4 ) ( 4 ) Common Stock 16,144 $ 0 0 I Held by The Charles L. Bisgaier Trust ( 2 )
8% Convertible Subordinated Promissory Notes $ 6.7059 08/10/2016 C ( 5 ) ( 5 ) Common Stock 19,228 $ 0 0 I Held by Bisgaier Family, LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bisgaier Charles PhD
43334 SEVEN MILE ROAD
SUITE 1000
NORTHVILLE, MI48167
X X Chair & Chief Scientific Off.
Signatures
/s/ Stephanie Swan, by Power of Attorney 08/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series A Convertible Preferred Stock converted into shares of common stock, par value $0.001 per share (the "Common Stock"), of Gemphire Therapeutics Inc. (the "Company") on a one-for-one basis immediately prior to the closing of the Company's initial public offering and had no expiration date.
( 2 )These shares are indirectly owned by the reporting person as trustee of The Charles L. Bisgaier Trust.
( 3 )Represents shares of Common Stock issued for payment of accrued dividends on the Series A Convertible Preferred Stock.
( 4 )The notes were issued in the original principal amount of $100,000. The outstanding principal and $8,263 of accrued interest on the notes automatically converted into shares of Common Stock immediately prior to the closing of the Company's initial public offering.
( 5 )The notes were issued in the original principal amount of $125,000. The outstanding principal and $3,945 of accrued interest on the notes automatically converted into shares of Common Stock immediately prior to the closing of the Company's initial public offering.

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