Sec Form 4 Filing - RTW INVESTMENTS, LP @ DermTech, Inc. - 2020-02-28

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
RTW INVESTMENTS, LP
2. Issuer Name and Ticker or Trading Symbol
DermTech, Inc. [ DMTK]
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)
412 WEST 15TH STREET,, FLOOR 9
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2020
(Street)
NEW YORK, NY10011
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 02/28/2020 P 152,456 ( 1 ) A $ 10.5 2,539,327 I By RTW ( 2 )
Common Stock 03/02/2020 P 15,000 A $ 12.8285 2,554,327 I By RTW ( 2 )
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 B-1 Preferred shares ( 1 ) 02/28/2020 P 228.4963 ( 1 ) ( 1 ) ( 1 ) Common Stock 228,496.3 $ 10,500 228.4963 I By RTW ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RTW INVESTMENTS, LP
412 WEST 15TH STREET,
FLOOR 9
NEW YORK, NY10011
X
WONG RODERICK
C/O RTW INVESTMENTS, LP
412 WEST 15TH STREET, FLOOR 9
NEW YORK, NY10011
X
Signatures
RTW Investments, LP By: /s/ Roderick Wong, Managing Partner 03/03/2020
Signature of Reporting Person Date
Roderick Wong By: /s/ Roderick Wong 03/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 28, 2020 the Issuer entered into a definitive securities purchase agreement with certain institutional investors (the "Private Placement"). The Private Placement consists of 2,467,724 shares of common stock at a price of $10.50 per share and approximately 3,199 and 524 shares of Series B-1 Convertible Preferred Stock and Series B-2 Convertible Preferred Stock, respectively, each at a price of $10,500.00 per share. Each share of Series B-1 Convertible Preferred Stock will automatically convert into 1,000 shares of the Issuer's common stock upon the approval of the Private Placement by the stockholders of the Issuer, which the Issuer has agreed to seek at a meeting to be held on or before June 30, 2020 ("Stockholder Approval"). The 152,456 shares of common stock and 228.4963 Series B-1 Preferred shares reported herein were acquired pursuant to the Private Placement.
( 2 )The securities reported herein may be deemed beneficially owned by each of: (i) RTW Investments, LP ("RTW"), which is deemed the beneficial owner of shares held by RTW Master Fund, Ltd., RTW Venture Fund Limited and RTW Innovation Master Fund, Ltd. (the "Funds"), which are investment funds managed by RTW, and (ii) Roderick Wong, M.D who serves as the Managing Partner and Chief Investment Officer of RTW. Dr. Wong exercises voting and dispositive control over the securities held by RTW and is therefore deemed to be a beneficial owner of securities owned or controlled by RTW. Each of RTW and Dr. Wong disclaim beneficial ownership of the reported securities held by the Funds, except to the extent of its or his pecuniary interest therein.

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