SEC Form 4 · accession 0001104659-16-139276
MetaVia Inc. · MTVA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kenneth W Kousky
Director
Period of report
Aug 10, 2016
Accepted (ET)
Aug 12, 2016 · 1:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001638287
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 10, 2016 | C | 95,439 | — | A | 95,439 | I | Held by BWA Gemphire Investment Group, LLC |
| Common StockF2 | Aug 10, 2016 | J | 10,439 | $6.7059 | A | 105,878 | I | Held by BWA Gemphire Investment Group, LLC |
| Common StockF4 | Aug 10, 2016 | C | 116,891 | $6.7059 | A | 116,891 | I | Held by BWA Gemphire Investment Group II, LLC |
| Common Stock | Aug 10, 2016 | P | 1,000 | $10.00 | A | 1,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF2,F1 | — | Aug 10, 2016 | C | 95,439 | D | — | — | Common Stock | 95,439 | 0 | I |
| 8% Convertible Subordinated Promissory NotesF5,F4 | $6.7059 | Aug 10, 2016 | C | — | D | — | — | Common Stock | 116,891 | 0 | I |
Explanation of responses
- F1The 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.
- F2Mr. Kousky, as the Manager of BWA Gemphire Investment Group, LLC ("BWA"), beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the securities held by BWA except to the extent of his pecuniary interest therein.
- F3Represents shares of Common Stock issued for payment of accrued dividends on the Series A Convertible Preferred Stock.
- F4Mr. Kousky, as the Manager of BWA Gemphire Investment Group II, LLC ("BWA II"), beneficially owns the reported securities indirectly, but disclaims beneficial ownership of the securities held by BWA II except to the extent of his pecuniary interest therein.
- F5The notes were issued in the original principal amount of $746,500. The outstanding principal and $37,367 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.