MetaVia Inc. — Director's Dealing 2016

Aug 5, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Gemphire Therapeutics Inc. (GEMP)
CIK: 0001638287
Period of Report: 2016-08-04

Reporting Person: KOUSKY KENNETH W (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$1.344	2025-06-28	Common Stock (8016)		Direct
Series A Convertible Preferred Stock	$		Common Stock (95439)		Indirect
8% Convertible Subordinated Promissory Notes	$6.7059		Common Stock ()		Indirect

Footnotes

F1: The options were granted on June 29, 2015, and vest in 12 equal monthly increments on the last day of each month.

F2: The Series A Convertible Preferred Stock has no expiration date, and shall convert into shares of common stock, par value $0.001 per share, of Gemphire Therapeutics Inc. (the "Company") on a one-for-one basis immediately prior to the closing of the Company's initial public offering.

F3: Mr. 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.

F4: The notes were issued in the original principal amount of $746,500. The outstanding principal and accrued interest on such notes will automatically convert into shares of common stock, par value $0.001 per share, of the Company immediately prior to the closing of the Company's initial public offering. The notes bear interest at a rate of 8% per annum. The notes have accrued interest of $36,385 to date and will continue to accrue interest until conversion.

F5: Mr. 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.