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* LVP GP III, LLC (Last) (First) (Middle) 1 EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/24/2013	3. Issuer Name and Ticker or Trading Symbol Evoke Pharma Inc [ EVOK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Common Stock	5,250	I	Directly owned by LVPMC(1)(2)

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
Series A Preferred Stock	(3)	(4)	Common Stock	1,054,262	(5)	I	Directly owned by LVP III(1)(2)
Series A Preferred Stock	(3)	(4)	Common Stock	52,711	(5)	I	Directly owned by Associates(1)(2)
Series A Preferred Stock	(3)	(4)	Common Stock	26,356	(5)	I	Directly owned by Partners(1)(2)

1. Name and Address of Reporting Person* LVP GP III, LLC (Last) (First) (Middle) 1 EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* LVP LIFE SCIENCE VENTURES III L.P. (Last) (First) (Middle) 1 EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* LVP III Associates, L.P. (Last) (First) (Middle) 1 EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* LVP III Partners LP (Last) (First) (Middle) 1 EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* LATTERELL PATRICK F (Last) (First) (Middle) 1 EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

1. Name and Address of Reporting Person* LVPMC, LLC (Last) (First) (Middle) 1 EMBARCADERO CENTER, SUITE 4050 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)

Explanation of Responses:

1. The reported securities are owned directly by each of LVPMC, LLC ("LVPMC"), LVP Life Science Ventures III, L.P. ("LVP III"), LVP III Associates, L.P. ("Associates") and LVP III Partners, L.P. ("Partners"). LVP GP III, LLC ("GP III") is the general partner of LVP III, Associates and Partners. (Continued on Footnote 2.)

2. GP III may be deemed to have sole voting power and dispositive power over the shares held by LVP III, Associates and Partners. Each of GP III and Patrick Latterell, the managing member of GP III and the manager of LVPMC, may be deemed to share voting and dispositive power over the reported securities and disclaim beneficial ownership of the reported securities held by LVPMC, LVP III, Associates and Partners except to the extent of any pecuniary interest therein. Kenneth J. Widder, M.D., as a member of GP III, may be deemed to share voting and dispositive power over the reported securities held by LVP III, Associates and Partners, and disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

3. The securities are immediately convertible.

4. The securities have no expiration date.

5. Each share of Series A Convertible Preferred Stock will automatically convert on a five-to-one basis into Common Stock, rounded down to the next whole number for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering.

Remarks:

	/s/ Patrick Latterell, Manager of LVPMC, LLC and Managing Member of LVP GP III, LLC, the General Partner of LVP Life Science Ventures III, L.P., LVP III Associates, L.P. and LVP III Partners, L.P.	09/24/2013
	Patrick F. Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP Life Science Ventures III, L.P.	09/24/2013
	Patrick F. Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP III Associates, L.P.	09/24/2013
	Patrick F. Latterell, Managing Member of LVP GP III, LLC, General Partner of LVP III Partners, L.P.	09/24/2013
	Patrick F. Latterell	09/24/2013
	Patrick F. Latterell, Manager of LVPMC, LLC	09/24/2013
	** Signature of Reporting Person	Date
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