SC 13G/A 1 s13ga_011516-evokepharma.htm AMENDMENT 1 TO SCHEDULE 13G FOR EVOKE PHARMA BY DOMAIN PARTNERS VII, L.P. s13ga_011516-evokepharma.htm

 
 
 
CUSIP No. 30049G 10 4 Page 1 of 5 Pages



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_____________________

SCHEDULE 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1
 

Evoke Pharma, Inc.
______________________________________________________________________________________
(Name of Issuer)
 

 
Common Stock, $0.0001 par value
______________________________________________________________________________________
(Title of Class of Securities)
 

30049G 10 4 
______________________________________________________________________________________
(CUSIP Number)
 

December 31, 2015
______________________________________________________________________________________
Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is Filed:

[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)




_______________________

1The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.  The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


 
 
 
CUSIP No. 30049G 10 4 Page 2 of 5 Pages


1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
(Voluntary)
Domain Partners VII, L.P.
2)
Check the Appropriate Box
if a Member of a Group
(a) [X]
(b) [ ]
3)
SEC Use Only
  
4)
Citizenship or Place
of Organization
Delaware
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
  
5)
Sole Voting
Power
1,052,328 shares of Common Stock *
6)
Shared Voting
Power
 
-0-
7)
Sole Dispositive
Power
1,052,328 shares of Common Stock *
8)
Shared Dispositive Power
 
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
1,052,328 shares of Common Stock *
10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
  
11)
Percent of Class Represented by Amount in Row (9)
14.6% **
12)
Type of Reporting Person
PN
 
* As of December 31, 2015
** Based on 7,201,774 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reporting Persons by the Issuer.

 
 
 
CUSIP No. 30049G 10 4 Page 3 of 5 Pages


1)
Name of Reporting Person
I.R.S. Identification
No. of Above Person
(Entities Only)
(Voluntary)
DP VII Associates, L.P.
2)
Check the Appropriate Box
if a Member of a Group
(a) [X]
(b) [ ]
3)
SEC Use Only
  
4)
Citizenship or Place
of Organization
Delaware
Number of
Shares Beneficially
Owned by Each
Reporting Person
With
  
5)
Sole Voting
Power
17,947 shares of Common Stock *
6)
Shared Voting
Power
 
-0-
7)
Sole Dispositive
Power
17,947 shares of Common Stock *
8)
Shared Dispositive Power
 
-0-
9)
Aggregate Amount Beneficially Owned by Each Reporting Person
17,947 shares of Common Stock *
10)
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
  
11)
Percent of Class Represented by Amount in Row (9)
0.2% **
12)
Type of Reporting Person
PN
 
* As of December 31, 2015
** Based on 7,201,774 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reporting Persons by the Issuer.

 
 
 
CUSIP No. 30049G 10 4 Page 4 of 5 Pages

Amendment No. 1 to Schedule 13G

Reference is hereby made to the statement on Schedule 13G relating to the Issuer filed with the Securities and Exchange Commission by the Reporting Persons on February 6, 2014 (the “Schedule 13G”).  Terms defined in the Schedule 13G are used herein as so defined.

The following items of the Schedule 13G are amended and restated as follows:

Item 4  –    Ownership.

(a) through (c):

The information set forth in Items 5 through 9 and 11 of the cover pages to this Amendment No. 1 to Schedule 13G is incorporated herein by reference.  In addition, Domain Associates, LLC, an affiliate and the investment manager of the Reporting Persons, directly beneficially owns 5,250 shares of Common Stock, or less than 0.1% of the Common Stock.  Such ownership is stated as of December 31, 2015 and is based on 7,201,774 shares of Common Stock outstanding as of December 31, 2015, as provided to the Reporting Persons by the Issuer.

 
 
 
CUSIP No. 30049G 10 4 Page 5 of 5 Pages

 
 
Signature:

After reasonable inquiry and to the best of their knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Dated:  January 15, 2016

 
DOMAIN PARTNERS VII, L.P.
 
By:
One Palmer Square Associates VII, L.L.C., General Partner
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member
 
 
 
DP VII ASSOCIATES, L.P.
 
By:
One Palmer Square Associates VII, L.L.C., General Partner
 
 
 
By:
/s/ Kathleen K. Schoemaker
   
Managing Member