| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Evofem Biosciences, Inc. [ EVFM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2018 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | 3,850(1)(2) | (3) | 09/28/2026 | Common Stock | 3,850 | (2) | 3,850 | D | ||||
| Stock Option (right to buy) | $46.36 | 01/17/2018 | A | 1,283(1)(2) | (4) | 09/28/2026 | Common Stock | 1,283 | (2) | 1,283 | D | ||||
| 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 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. Barrans 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. Barrans' continued service. |
| 4. Mr. Barrans 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. Barrans' continued service. |
| Remarks: |
| /s/ Melanie Ruthrauff Levy, attorney-in-fact | 01/18/2018 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||