SEC FORM 4

SEC Form 4

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^*

BOCHNOWSKI JAMES J

(Last)

(First)

(Middle)

C/O JAGUAR HEALTH, INC.

201 MISSION STREET, SUITE 2375

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jaguar Health, Inc. [ JAGX ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/23/2019		P		180,582	A	$2⁽¹⁾	181,618⁽²⁾	I	See Footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Bridge Warrant to Purchase Common Stock	$2	05/24/2019⁽⁴⁾		P		218,750		07/23/2019	04/11/2024⁽⁴⁾	Common Stock	218,750	⁽⁵⁾	218,750	I	See Footnote⁽³⁾
Series 1 Warrant to Purchase Common Stock	$2	07/23/2019		P		180,582		07/23/2019	07/23/2024⁽⁴⁾	Common Stock	180,582	⁽¹⁾	180,582	I	See Footnote⁽³⁾
Series 2 Warrant to Purchase Common Stock	$2	07/23/2019		P		180,582		07/23/2019	07/23/2024⁽⁴⁾	Common Stock	180,582	⁽¹⁾	180,582	I	See Footnote⁽³⁾
Stock Option (right to buy)⁽⁶⁾	$1.73	07/24/2019⁽⁷⁾		A		208,410		⁽⁸⁾	07/24/2022	Common Stock	208,410	$0	208,410	D

Explanation of Responses:

1. The reporting person purchased Class A Units, which consisted of one share of voting common stock, a Series 1 warrant to purchase one share of voting common stock and a Series 2 warrant to purchase one share of voting common stock, in an underwritten public offering by the issuer at a price of $2.00 per unit. The offering closed on July 23, 2019.

2. On June 7, 2019, the issuer effected a 70-to-1 reverse stock split of the issued and outstanding shares of its voting common stock. Upon effectiveness of the reverse stock split, every 70 shares of voting common stock was automatically converted into one share of voting common stock.

3. Securities held directly by the Bochnowski Family Trust. Mr. Bochnowski, by virtue of his position as a co-trustee and beneficiary of such trust and his sharing of voting and investment control over the securities held by the trust with his spouse, may be deemed to beneficially own the securities held by the Bochnowski Family Trust for purposes of Section 16.

4. The bridge warrant was issued pursuant to a purchase agreement dated April 11, 2019. The actual issuance of the bridge warrant was subject to shareholder approval, which was obtained on May 24, 2019, and is exercisable upon the consummation of the underwritten public offering described in note 1 above for a period of five years from the date of the purchase agreement unless earlier terminated upon occurrence of certain events as set forth in the terms of the warrant. The Series 1 and Series 2 warrants are immediately exercisable upon issuance for a period of five years unless earlier terminated upon occurrence of certain events as set forth in the terms of the respective warrants. The exercise price for the bridge warrant and the Series 1 and Series 2 warrants is $2.00, calculated as the per share price at which the issuer issued securities in the underwritten public offering described in note 1 above.

5. The reporting person purchased a 12% promissory note and received a bridge warrant in connection therewith, which was exercisable for a number of shares of voting common stock equal to 125% of the principal amount of the promissory note divided by the exercise price of $2.00.

6. Granted pursuant to the issuer's 2014 Equity Incentive Plan.

7. The option grant was approved by the issuer's board of directors on July 19, 2019, subject to the reporting person, in his capacity as the chairman of the board of directors, and Karen S. Wright, the Chief Financial Officer of the issuer, determining the exact number of option shares to be granted per option based on the issuer's fully diluted shares outstanding following the issuer's underwritten public offering described in note 1 above. The reporting person and Ms. Wright certified the exact number of option shares to be granted on 7/24/19, such that the effective date of the option grant was 7/24/19.

8. Vests in equal monthly installments beginning on July 24, 2019, with five months of options, or 28,945 options, vested as of the grant date based on the reporting person's number of years of service on the issuer's board of directors, such that the grant is vested in full on the 3-year anniversary of the grant date.

	/s/ James J. Bochnowski	07/25/2019
	** 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).
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