Edgar Filing: Evoke Pharma Inc

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 13d-2 (b)

(Amendment No. ___________)*

Evoke Pharma, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

30049G104

(CUSIP Number)

December 31, 2013

(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).

(Continued on following pages)

Page 1 of 16

Exhibit Index on Page 14

CUSIP #30049G104

Page 2 of 16

1	NAME OF REPORTING PERSONS LVP Life Science Ventures III, L.P. (“LVP III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 1,054,262 shares, except that LVP GP III, LLC (“GP III”), the general partner of LVP III, may be deemed to have sole power to vote these shares, and Patrick Latterell (“Latterell”), the managing member of GP III, and Kenneth Widder (“Widder”), a member of GP III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 1,054,262 shares, except that GP III, the general partner of LVP III, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, and Widder, a member of GP III, 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	1,054,262
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	17.3%
12	TYPE OF REPORTING PERSON	PN

CUSIP #30049G104

Page 3 of 16

1	NAME OF REPORTING PERSONS LVP III Associates, L.P. (“Associates”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 52,711 shares, except that GP III, the general partner of Associates, may be deemed to have sole power to vote these shares, and Latterell, the managing member of GP III, and Widder, a member of GP III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 52,711 shares, except that GP III, the general partner of Associates, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, and Widder, a member of GP III, 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	52,711
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.9%
12	TYPE OF REPORTING PERSON	PN

CUSIP #30049G104

Page 4 of 16

1	NAME OF REPORTING PERSONS LVP III Partners, L.P. (“Partners”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 26,356 shares, except that GP III, the general partner of Partners, may be deemed to have sole power to vote these shares, and Latterell, the managing member of GP III, and Widder, a member of GP III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 26,356 shares, except that GP III, the general partner of Partners, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, and Widder, a member of GP III, 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	26,356
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.4%
12	TYPE OF REPORTING PERSON	PN

CUSIP #30049G104

Page 5 of 16

1	NAME OF REPORTING PERSONS LVP GP III, LLC (“GP III”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 1,133,329 shares, of which 1,054,262 are directly owned by LVP III, 52,711 of which are directly owned by Associates and 26,356 of which are directly owned by Partners. GP III, the general partner of LVP III, Associates and Partners, may be deemed to have sole power to vote these shares, and Latterell, the managing member of GP III, and Widder, a member of GP III, may be deemed to have shared power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 1,133,329 shares, of which 1,054,262 are directly owned by LVP III, 52,711 of which are directly owned by Associates and 26,356 of which are directly owned by Partners. GP III, the general partner of LVP III, Associates and Partners, may be deemed to have sole power to dispose of these shares, and Latterell, the managing member of GP III, and Widder, a member of GP III, 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	1,133,329
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	18.6%
12	TYPE OF REPORTING PERSON	OO

CUSIP #30049G104

Page 6 of 16

1	NAME OF REPORTING PERSONS LVPMC, LLC (“LVPMC”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (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 5,250 shares. Latterell, the manager of LVPMC, may be deemed to have sole power to vote these shares.
	6	SHARED VOTING POWER See response to row 5.
	7	SOLE DISPOSITIVE POWER 5,250 shares. Latterell, the manager of LVPMC, 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	5,250
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	0.1%
12	TYPE OF REPORTING PERSON	OO

CUSIP #30049G104

Page 7 of 16

1	NAME OF REPORTING PERSONS Patrick F. Latterell (“Latterell”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 5,250 shares, all of which are directly owned by LVPMC, LLC. Latterell is the manager of LVPMC, LLC and may be deemed to have sole power to vote those shares.
	6	SHARED VOTING POWER 1,133,329 shares, of which 1,054,262 are directly owned by LVP III, 52,711 of which are directly owned by Associates and 26,356 of which are directly owned by Partners. Latterell is the managing member of GP III, which is the general partner of LVP III, Associates and Partners. Latterell may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 5,250 shares, all of which are directly owned by LVPMC, LLC. Latterell is the manager of LVPMC, LLC and may be deemed to have sole power to dispose of those shares.
	8	SHARED DISPOSITIVE POWER 1,133,329 shares, of which 1,054,262 are directly owned by LVP III, 52,711 of which are directly owned by Associates and 26,356 of which are directly owned by Partners. Latterell is the managing member of GP III, which is the general partner of LVP III, Associates and Partners. Latterell may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,138,579
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	18.7%
12	TYPE OF REPORTING PERSON	IN

CUSIP #30049G104

Page 8 of 16

1	NAME OF REPORTING PERSONS Kenneth J. Widder (“Widder”)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0 shares.
	6	SHARED VOTING POWER 1,133,329 shares, of which 1,054,262 are directly owned by LVP III, 52,711 of which are directly owned by Associates and 26,356 of which are directly owned by Partners. Widder is a member of GP III, which is the general partner of LVP III, Associates and Partners. Widder may be deemed to have shared power to vote these shares.
	7	SOLE DISPOSITIVE POWER 0 shares.
	8	SHARED DISPOSITIVE POWER 1,133,329 shares, of which 1,054,262 are directly owned by LVP III, 52,711 of which are directly owned by Associates and 26,356 of which are directly owned by Partners. Widder is a member of GP III, which is the general partner of LVP III, Associates and Partners. Widder may be deemed to have shared power to dispose of these shares.

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON	1,133,329
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9	18.6%
12	TYPE OF REPORTING PERSON	IN

CUSIP #30049G104

Page 9 of 16

ITEM 1(A).

NAME OF ISSUER

Evoke Pharma, Inc. (the “Issuer”)

ITEM 1(B).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

12555 High Bluff Drive, Suite 385

San Diego, California 92130

ITEM 2(A).

NAME OF PERSONS FILING

This Schedule is filed by LVP Life Science Ventures III, L.P., a Delaware limited partnership, LVP III Associates, L.P., a Delaware limited partnership (“Associates”), LVP III Partners, L.P., a Delaware limited partnership (“Partners”), LVP GP III, LLC, a Delaware limited liability company (“GP III”), LVPMC, LLC, a Delaware limited liability company (“LVPMC”), and Patrick Latterell (“Latterell”) and Kenneth Widder (“Widder”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

ITEM 2(B).

ADDRESS OF PRINCIPAL OFFICE

The address for each of the Reporting Persons is:

c/o LVPMC, LLC

1 Embarcadero Center, Suite 4050
San Francisco, CA 94111

ITEM 2(C).

CITIZENSHIP

See Row 4 of cover page for each Reporting Person.

ITEM 2(D).

TITLE OF CLASS OF SECURITIES

Common Stock, $0.0001 par value

ITEM 2(D)

CUSIP NUMBER

30049G104

ITEM 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

CUSIP #30049G104

Page 10 of 16

ITEM 4.

OWNERSHIP

The following information with respect to the ownership of the ordinary shares of the Issuer by the persons filing this Statement is provided as of December 31, 2013:

(a)

Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b)

Percent of Class:

See Row 11 of cover page for each Reporting Person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv)

Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Not applicable.

ITEM 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Under certain circumstances set forth in the limited partnership agreements of LVP III, Associates and Partners and the limited liability company agreements of GP III and LVPMC, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer owned by each such entity of which they are a partner or member.

ITEM 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

Not applicable.

ITEM 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable

ITEM 9.

NOTICE OF DISSOLUTION OF GROUP.

Not applicable

CUSIP #30049G104

Page 11 of 16

ITEM 10.

CERTIFICATION.

Not applicable

CUSIP #30049G104

Page 12 of 16

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.

Date: February 12, 2014

	LVP LIFE SCIENCE VENTURES III, L.P.

	By:	LVP GP III, LLC
	Its:	General Partner

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell
	Its:	Managing Member

	LVP III ASSOCIATES, L.P.

	By:	LVP GP III, LLC
	Its:	General Partner

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell
	Its:	Managing Member

	LVP III PARTNERS, L.P.,

	By:	LVP GP III, LLC
	Its:	General Partner

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell
	Its:	Managing Member

	LVP GP III, LLC

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell
	Its:	Managing Member

	LVPMC, LLC

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell
	Its:	Manager

CUSIP #30049G104

Page 13 of 16

	PATRICK F. LATTERELL

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell

	KENNETH J. WIDDER

	By:	/s/ Kenneth J. Widder
	Name:	Kenneth J. Widder

CUSIP #30049G104

Page 14 of 16

EXHIBIT INDEX

		Found on Sequentially
Exhibit		Numbered Page

Exhibit A: Agreement of Joint Filing		15

CUSIP #30049G104

Page 15 of 16

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

Date: February 12, 2014

	LVP LIFE SCIENCE VENTURES III, L.P.

	By:	LVP GP III, LLC
	Its:	General Partner

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell
	Its:	Managing Member

	LVP III ASSOCIATES, L.P.

	By:	LVP GP III, LLC
	Its:	General Partner

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell
	Its:	Managing Member

	LVP III PARTNERS, L.P.,

	By:	LVP GP III, LLC
	Its:	General Partner

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell
	Its:	Managing Member

	LVP GP III, LLC

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell
	Its:	Managing Member

CUSIP #30049G104

Page 16 of 16

	LVPMC, LLC

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell
	Its:	Manager

	PATRICK F. LATTERELL

	By:	/s/ Patrick F. Latterell
	Name:	Patrick F. Latterell

	KENNETH J. WIDDER

	By:	/s/ Kenneth J. Widder
	Name:	Kenneth J. Widder