X0306 4 2019-06-17 0 0001403708 Evoke Pharma Inc EVOK 0001592848 CARLSON MARILYN R. C/O EVOKE PHARMA, INC. 420 STEVENS AVENUE, SUITE 370 SOLANA BEACH CA 92075 0 1 0 0 Chief Medical Officer Stock Option (Right to Buy) 3.07 2019-06-17 4 D 0 50000 D 2026-01-27 Common Stock 50000 0 D Stock Option (Right to Buy) 3.04 2019-06-17 4 D 0 75000 D 2026-02-04 Common Stock 75000 0 D Stock Option (Right to Buy) 3.04 2019-06-17 4 D 0 33750 D 2026-02-04 Common Stock 33750 0 D Stock Option (Right to Buy) 2.36 2019-06-17 4 D 0 100000 D 2027-01-24 Common Stock 100000 0 D Stock Option (Right to Buy) 2.43 2019-06-17 4 D 0 125000 D 2028-02-06 Common Stock 125000 0 D Stock Option (Right to Buy) 2.94 2019-06-17 4 D 0 125000 D 2029-02-05 Common Stock 125000 0 D Stock Option (Right to Buy) 0.62 2019-06-17 4 A 0 37500 0.00 A 2026-01-27 Common Stock 37500 37500 D Stock Option (Right to Buy) 0.62 2019-06-17 4 A 0 56250 0.00 A 2026-02-04 Common Stock 56250 56250 D Stock Option (Right to Buy) 0.62 2019-06-17 4 A 0 25312 0.00 A 2026-02-04 Common Stock 25312 25312 D Stock Option (Right to Buy) 0.62 2019-06-17 4 A 0 75000 0.00 A 2017-01-24 Common Stock 75000 75000 D Stock Option (Right to Buy) 0.62 2019-06-17 4 A 0 93750 0.00 A 2028-02-06 Common Stock 93750 93750 D Stock Option (Right to Buy) 0.62 2019-06-17 4 A 0 93750 0.00 A 2028-02-05 Common Stock 93750 93750 D The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2016, subject to the reporting person's continued service to the Issuer through each such vesting date. On June 17, 2019, the Issuer canceled an option granted on January 28, 2016. In exchange for the canceled option, the reporting person received 37,500 options to purchase common stock. The total number of shares of common stock subject to the option vests in 36 equal monthly installments over the three-year period beginning on January 1, 2016, subject to the reporting person's continued service to the Issuer through each such vesting date. On June 17, 2019, the Issuer canceled an option granted on February 5, 2016. In exchange for the canceled option, the reporting person received 56,250 options to purchase common stock. On June 17, 2019, the Issuer canceled an option granted on February 5, 2016. In exchange for the canceled option, the reporting person received 25,312 options to purchase common stock. The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2017, subject to the reporting person's continued service to the Issuer through each such vesting date. On June 17, 2019, the Issuer canceled an option granted on January 25, 2017. In exchange for the canceled option, the reporting person received 75,000 options to purchase common stock. The option grant date was February 7, 2018, subject to approval of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "Plan") by the Issuer's stockholders which occurred at the Issuer's annual stockholder meeting on April 26, 2018. The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2018, subject to the reporting person's continued service to the Issuer through each such vesting date. Notwithstanding the foregoing vesting schedule, in no event may the option be exercised prior to the earlier of (i) the date on which the Issuer receives marketing approval from the U.S. Food and Drug Administration of Gimoti, (ii) the second anniversary of the date of grant, or (iii) the date of a "change in control" under Section 2.9 of the Plan. On June 17, 2019, the Issuer canceled an option granted on February 7, 2018. In exchange for the canceled option, the reporting person received 93,750 options to purchase common stock. The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2019, subject to the reporting person's continued service to the Issuer through each such vesting date. On June 17, 2019, the Issuer canceled an option granted on February 6, 2019. In exchange for the canceled option, the reporting person received 93,750 options to purchase common stock. The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on June 17, 2019, subject to the reporting person's continued service to the Issuer through each such vesting date. /s/ Matthew J. D'Onofrio, Attorney-in-fact for Marilyn R. Carlson 2019-06-19