CUSIP No. | 30049G104 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Iliad Research & Trading, L.P. 11-3688679 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Utah | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
350,000, except that Iliad Management, LLC (“Iliad Management”), the general partner of Iliad, Fife Trading, Inc. (“Fife Trading”), the manager of Iliad Management, and John M. Fife (“Fife”), the President of Fife Trading, may be deemed to have shared power to vote these shares. | |||||
6 | SHARED VOTING POWER | ||||
See response to row 5. | |||||
7 | SOLE DISPOSITIVE POWER | ||||
350,000, except that Iliad Management, Fife Trading and Fife may be deemed to have shared power to dispose of these shares. | |||||
8 | SHARED DISPOSITIVE POWER | ||||
See response to row 7. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
350,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.8*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN | |||||
FOOTNOTES | |||||
*Based on 7,240,918 shares of issued and outstanding common stock as reported on Issuer’s Form 10-Q for period ended March 31, 2016. |
CUSIP No. | 30049G104 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Iliad Management, LLC 20-0411071 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
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 | |||
350,000, except that Iliad, Fife Trading and Fife may be deemed to have shared power to vote these shares. | |||||
6 | SHARED VOTING POWER | ||||
See response to row 5. | |||||
7 | SOLE DISPOSITIVE POWER | ||||
350,000, except that Iliad, Fife Trading and Fife may be deemed to have shared power to dispose of these shares. | |||||
8 | SHARED DISPOSITIVE POWER | ||||
See response to row 7. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
350,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.8*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
FOOTNOTES | |||||
*Based on 7,240,918 shares of issued and outstanding common stock as reported on Issuer’s Form 10-Q for period ended March 31, 2016. |
CUSIP No. | 30049G104 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Fife Trading, Inc. 36-4151891 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Illinois | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
350,000, except that Iliad, Iliad Management and Fife may be deemed to have shared power to vote these shares. | |||||
6 | SHARED VOTING POWER | ||||
See response to row 5. | |||||
7 | SOLE DISPOSITIVE POWER | ||||
350,000, except that Iliad, Iliad Management and Fife may be deemed to have shared power to dispose of these shares. | |||||
8 | SHARED DISPOSITIVE POWER | ||||
Response to row 7. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
350,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.8*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
FOOTNOTES | |||||
*Based on 7,240,918 shares of issued and outstanding common stock as reported on Issuer’s Form 10-Q for period ended March 31, 2016. |
CUSIP No. | 30049G104 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
John M Fife | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) x | |||||
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 | |||
350,000, except that Fife may be deemed to share power with Iliad, Iliad Management and Fife Trading to vote the 483,758 shares held directly by Iliad. | |||||
6 | SHARED VOTING POWER | ||||
See response to row 5. | |||||
7 | SOLE DISPOSITIVE POWER | ||||
350,000, except that Fife may be deemed to share power with Iliad, Iliad Management and Fife Trading to dispose of the 483,758 shares held directly by Iliad. | |||||
8 | SHARED DISPOSITIVE POWER | ||||
See response to row 7. | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
350,000 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
4.8*% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
FOOTNOTES | |||||
*Based on 7,240,918 shares of issued and outstanding common stock as reported on Issuer’s Form 10-Q for period ended March 31, 2016. |
(a) | Name
of Issuer |
Evoke Pharma, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
505 Lomas Santa Fe Drive, Suite 270
Solana Beach, California 92075 |
(a) | Name
of Person Filing |
This report is filed by Iliad Research and Trading, L.P.; Iliad Management, LLC; Fife Trading, Inc. and John M. Fife with respect to shares of Common Stock of Issuer that are directly beneficially owned by Iliad Research and Trading, L.P. and John M. Fife and indirectly beneficially owned by the other Reporting Persons. |
(b) | Address
of Principal Business Office or, if none, Residence |
The address or principal business address of each Reporting Person is:
303 East Wacker Drive, Suite 1040 Chicago, Illinois 60601 |
(c) | Citizenship |
Iliad Research and Trading, L.P. is a Utah limited partnership
Iliad Management, LLC is a Delaware limited liability company Fife Trading, Inc. is an Illinois corporation John M. Fife is a United States Citizen |
(d) | Title
of Class of Securities |
Common Stock, $0.0001 par value |
(e) | CUSIP
Number |
30049G104 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
N/A |
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
350,000 |
(b) |
Percent of class: 4.8% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
350,000 |
(ii) |
Shared power to vote or to direct the vote:
350,000 |
(iii) |
Sole power to dispose or to direct the disposition of:
350,000 |
(iv) |
Shared power to dispose or to direct the disposition of:
350,000 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
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 purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
Iliad Research and Trading, LP | |||
Date:
July 22, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Title: President | |||
Iliad Management, LLC | |||
Date:
July 22, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Title: President | |||
Fife Trading, Inc. | |||
Date:
July 22, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Title: President | |||
Date:
July 22, 2016 | By:
| /s/ John M Fife | |
Name: John M Fife | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |