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* GONZALEZ DINA (Last) (First) (Middle) C/O ADYNXX, INC. 100 PINE ST., STE. 500 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/29/2019	3. Issuer Name and Ticker or Trading Symbol Adynxx, Inc. [ ADYX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CONTROLLER	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	08/18/2021	Common Stock	7,966(2)	$1.11(1)	D
Stock Option (Right to Buy)	(3)	03/07/2022	Common Stock	1,577(2)	$1.11(3)	D
Stock Option (Right to Buy)	(4)	07/16/2022	Common Stock	3,155(2)	$1.39(4)	D
Stock Option (Right to Buy)	(5)	12/17/2022	Common Stock	1,577(2)	$1.39(5)	D
Stock Option (Right to Buy)	(6)	12/15/2026	Common Stock	26,358(2)	$3.06(6)	D

Explanation of Responses:

1. On August 19, 2011, Reporting Person was granted an option to purchase 221,888 shares of the common stock of Private Adynxx under Private Adynxx's Equity Incentive Plan at an exercise price of $0.04 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 7,966 shares of the Issuer's common stock at a per share exercise price of $1.11. This option has fully vested.

2. Shares of common stock of the corporation then known as Adynxx, Inc. ("Private Adynxx") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of October 11, 2018, by and among the Issuer, Embark Merger Sub, Inc. and Private Adynxx (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of common stock was converted into 0.0359 shares of the Issuer's common stock, reflecting a reverse stock split at a ratio of one new share for every six shares of common stock outstanding.

3. On March 8, 2012, Reporting Person was granted an option to purchase 43,936 shares of the common stock of Private Adynxx under Private Adynxx's Equity Incentive Plan at an exercise price of $0.04 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 1,577 shares of the Issuer's common stock at a per share exercise price of $1.11. This option has fully vested.

4. On July 17, 2012, Reporting Person was granted an option to purchase 87,873 shares of the common stock of Private Adynxx under Private Adynxx's Equity Incentive Plan at an exercise price of $0.05 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 3,155 shares of the Issuer's common stock at a per share exercise price of $1.39. This option has fully vested.

5. On December 18, 2012, Reporting Person was granted an option to purchase 43,937 shares of the common stock of Private Adynxx under Private Adynxx's Equity Incentive Plan at an exercise price of $0.05 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 1,577 shares of the Issuer's common stock at a per share exercise price of $1.39. This option has fully vested.

6. On December 16, 2016, Reporting Person was granted an option to purchase 734,212 shares of the common stock of Private Adynxx under Private Adynxx's Equity Incentive Plan at an exercise price of $0.11 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 26,358 shares of the Issuer's common stock at a per share exercise price of $3.06. Subject to Reporting Person's continued employment, 1/4th of the option vested and became exercisable on December 16, 2017 with the remainder vesting monthly thereafter for a total vesting period of 48 months. Upon a change of control of the Issuer, 100% of any unvested portion of the option will become fully vested and exercisable.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ John McKenna, Attorney-in-Fact	06/11/2019
	** 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 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).
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