Evoke Pharma Inc — Major Shareholding Notification 2016

Jan 19, 2016

SC 13G/A 1 s13ga_011516-evokepharma.htm AMENDMENT 1 TO SCHEDULE 13G FOR EVOKE PHARMA BY DOMAIN PARTNERS VII, L.P. s13ga_011516-evokepharma.htm Licensed to: Ropes & Gray, LLP Document Created using EDGARizer 2020 5.5.2.0 Copyright 1995 - 2015 Summit Financial Printing. All rights reserved.

CUSIP No. 30049G 10 4 Page 1 of 5 Pages

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 1) 1

Evoke Pharma, Inc.

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(Name of Issuer)

Common Stock, $0.0001 par value

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(Title of Class of Securities)

30049G 10 4

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(CUSIP Number)

December 31, 2015

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Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is Filed:

[ ] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[X] Rule 13d-1(d)

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1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 30049G 10 4 Page 2 of 5 Pages

1) — 2)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) (Voluntary) — Check the Appropriate Box if a Member of a Group	Domain Partners VII, L.P. — (a) [X] (b) [ ]
3)	SEC Use Only
4)	Citizenship or Place of Organization	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5)	Sole Voting Power	1,052,328 shares of Common Stock *
		6)	Shared Voting Power	-0-
		7)	Sole Dispositive Power	1,052,328 shares of Common Stock *
		8)	Shared Dispositive Power	-0-
9)	Aggregate Amount Beneficially Owned by Each Reporting Person	1,052,328 shares of Common Stock *
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11)	Percent of Class Represented by Amount in Row (9)	14.6% **
12)	Type of Reporting Person	PN

• As of December 31, 2015

** Based on 7,201,774 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reporting Persons by the Issuer.

CUSIP No. 30049G 10 4 Page 3 of 5 Pages

1) — 2)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) (Voluntary) — Check the Appropriate Box if a Member of a Group	DP VII Associates, L.P. — (a) [X] (b) [ ]
3)	SEC Use Only
4)	Citizenship or Place of Organization	Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5)	Sole Voting Power	17,947 shares of Common Stock *
		6)	Shared Voting Power	-0-
		7)	Sole Dispositive Power	17,947 shares of Common Stock *
		8)	Shared Dispositive Power	-0-
9)	Aggregate Amount Beneficially Owned by Each Reporting Person	17,947 shares of Common Stock *
10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11)	Percent of Class Represented by Amount in Row (9)	0.2% **
12)	Type of Reporting Person	PN

• As of December 31, 2015

** Based on 7,201,774 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reporting Persons by the Issuer.

CUSIP No. 30049G 10 4 Page 4 of 5 Pages

Amendment No. 1 to Schedule 13G

Reference is hereby made to the statement on Schedule 13G relating to the Issuer filed with the Securities and Exchange Commission by the Reporting Persons on February 6, 2014 (the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined.

The following items of the Schedule 13G are amended and restated as follows:

Item 4 – Ownership.

(a) through (c):

The information set forth in Items 5 through 9 and 11 of the cover pages to this Amendment No. 1 to Schedule 13G is incorporated herein by reference. In addition, Domain Associates, LLC, an affiliate and the investment manager of the Reporting Persons, directly beneficially owns 5,250 shares of Common Stock, or less than 0.1% of the Common Stock. Such ownership is stated as of December 31, 2015 and is based on 7,201,774 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reporting Persons by the Issuer.

CUSIP No. 30049G 10 4 Page 5 of 5 Pages

Signature:

After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Dated: January 15, 2016

DOMAIN PARTNERS VII, L.P.
By:	One Palmer Square Associates VII, L.L.C., General Partner
By:	/s/ Kathleen K. Schoemaker
	Managing Member
DP VII ASSOCIATES, L.P.
By:	One Palmer Square Associates VII, L.L.C., General Partner
By:	/s/ Kathleen K. Schoemaker
	Managing Member