SC 13G

SC 13G 1 d235461dsc13g.htm SC 13G SC 13G

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1

(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

Gemphire Therapeutics Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

36870A108

(CUSIP Number)

December 31, 2016

(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)

☒ Rule 13d-1(d)

*	The 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP NO. 36870A108		Page 2 of 10 Pages


1	NAMES OF REPORTING PERSONS Excel Ventures II GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
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 0
		6	SHARED VOTING POWER 806,025
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 806,025
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,025
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

(1)

This statement on Schedule 13G is filed by Excel Ventures II GP, LLC (“Excel GP”), Excel Venture Fund II, L.P. (“Excel”), Frederick R. Blume (“Blume”), Steven R. Gullans (“Gullans”), Juan Enriquez (“Enriquez”) and Caleb Winder (“Winder” and, together with each of the foregoing, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	This percentage is calculated based upon 9,270,255 shares of the Common Stock outstanding as of October 25, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 12, 2016.

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CUSIP NO. 36870A108		Page 3 of 10 Pages


1	NAMES OF REPORTING PERSONS Excel Venture Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
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 0
		6	SHARED VOTING POWER 806,025
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 806,025
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,025
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

(1)

(2)	This percentage is calculated based upon 9,270,255 shares of the Common Stock outstanding as of October 25, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 12, 2016.

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CUSIP NO. 36870A108		Page 4 of 10 Pages


1	NAMES OF REPORTING PERSONS Frederick R. Blume
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 806,025
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 806,025
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,025
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is calculated based upon 9,270,255 shares of the Common Stock outstanding as of October 25, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 12, 2016.

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CUSIP NO. 36870A108		Page 5 of 10 Pages


1	NAMES OF REPORTING PERSONS Steven R. Gullans
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 806,025
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 806,025
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,025
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is calculated based upon 9,270,255 shares of the Common Stock outstanding as of October 25, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 12, 2016.

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CUSIP NO. 36870A108		Page 6 of 10 Pages


1	NAMES OF REPORTING PERSONS Juan Enriquez
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 806,025
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 806,025
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,025
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is calculated based upon 9,270,255 shares of the Common Stock outstanding as of October 25, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 12, 2016.

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CUSIP NO. 36870A108		Page 7 of 10 Pages


1	NAMES OF REPORTING PERSONS Caleb Winder
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ (1)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 0
		6	SHARED VOTING POWER 806,025
		7	SOLE DISPOSITIVE POWER 0
		8	SHARED DISPOSITIVE POWER 806,025
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 806,025
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.7% (2)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1)

(2)	This percentage is calculated based upon 9,270,255 shares of the Common Stock outstanding as of October 25, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 12, 2016.

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CUSIP NO. 36870A108		Page 8 of 10 Pages

Item 1(a)

Name of Issuer:

Gemphire Therapeutics Inc.

Item 1(b)

Address of issuer’s principal executive offices:

17199 N. Laurel Park Drive, Suite 401

Livonia, MI 48152

Items 2(a)

Name of Reporting Persons filing:

Excel Ventures II GP, LLC (“Excel GP”)

Excel Venture Fund II, L.P. (“Excel”)

Frederick R. Blume (“Blume”)

Steven R. Gullans (“Gullans”)

Juan Enriquez (“Enriquez”)

Caleb Winder (“Winder”)

Item 2(b)

Address or principal business office or, if none, residence:

Prudential Tower

800 Boylston Street, Suite 2825

Boston, MA 02199

Item 2(c)

Citizenship:


Name		Citizenship or Place of Organization
Excel GP		Delaware Limited Liability Company

Excel		Delaware Limited Partnership

Blume		United States of America

Gullans		United States of America

Enriquez		United States of America

Winder		United States of America

Item 2(d)

Title of class of securities:

Common Stock, $0.001 par value

Item 2(e)

CUSIP Number:

36870A108

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filings is a:

Not applicable.

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CUSIP NO. 36870A108		Page 9 of 10 Pages

Item 4

Ownership

The following information with respect to the ownership of Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2016:


Reporting Persons	Shares of Common Stock Held Directly (1)		Sole Voting Power (1)		Shared Voting Power (1)		Sole Dispositive Power (1)		Shared Dispositive Power (1)		Beneficial Ownership (1)		Percentage of Class (1)
Excel GP		0		0		806,025		0		806,025		806,025		8.7	%
Excel		806,025		0		806,025		0		806,025		806,025		8.7	%
Blume		0		0		806,025		0		806,025		806,025		8.7	%
Gullans		0		0		806,025		0		806,025		806,025		8.7	%
Enriquez		0		0		806,025		0		806,025		806,025		8.7	%
Winder		0		0		806,025		0		806,025		806,025		8.7	%

(1)	This percentage is calculated based upon 9,270,255 shares of the Common Stock outstanding as of October 25, 2016 as set forth in the Issuer’s most recent Form 10-Q for the period ending September 30, 2016, filed with the Securities and Exchange Commission on November 12, 2016.

Item 5

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not applicable.

Item 8

Identification and Classification of Members of the Group

Not applicable.

Item 9

Notice of Dissolution of Group

Not applicable.

Item 10

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purposes or effect.

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CUSIP NO. 36870A108		Page 10 of 10 Pages

SIGNATURES

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


Dated:		February 7, 2017

EXCEL VENTURE FUND II, L.P.
BY:		EXCEL VENTURES II GP, LLC
ITS:		GENERAL PARTNER

By:		/s/ Steven R. Gullans
		Manager


EXCEL VENTURES II GP, LLC

/s/ Steven R. Gullans
Manager

/s/ Frederick R. Blume
Frederick R. Blume

/s/ Steven R. Gullans
Steven R. Gullans

/s/ Juan Enriquez
Juan Enriquez

/s/ Caleb Winder
Caleb Winder

Exhibit(s):


Exhibit 99.1:		Joint Filing Statement

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