SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Sooch Mina

(Last)

(First)

(Middle)

43334 SEVEN MILE ROAD

SUITE 1000

(Street)

NORTHVILLE

48167

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/04/2016

3. Issuer Name and Ticker or Trading Symbol
Gemphire Therapeutics Inc. [ GEMP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Treasurer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	641,232	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	06/29/2015	06/28/2025	Common Stock	5,220	$1.344	D
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	11,078⁽¹⁾	⁽¹⁾	I	Held by the Arvinder S. Sooch Trust⁽²⁾
8% Convertible Subordinated Promissory Notes	⁽³⁾	⁽³⁾	Common Stock	$175,000⁽³⁾	$6.7059	I	Held by the Arvinder S. Sooch Trust⁽²⁾

Explanation of Responses:

1. 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.

2. Arvinder Sooch is the reporting person's husband. These shares are indirectly owned by him as trustee of the Arvinder S. Sooch Trust.

3. The notes were issued in the original principal amount of $175,000. 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 $6,785 to date and will continue to accrue interest until conversion.

Remarks:

Exhibit 24, Power of Attorney, is attached.

	Stephanie Swan, by Power of Attorney	08/04/2016
	** 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 5 (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.
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