SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Gonyer David A (Last) (First) (Middle) C/O EVOKE PHARMA, INC. 420 STEVENS AVENUE, SUITE 370 (Street) SOLANA BEACH CA 92075 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Evoke Pharma Inc [ EVOK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 06/17/2019
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$3.07	06/17/2019		D		85,000		(1)	01/27/2026	Common Stock	85,000	(2)	0	D
Stock Option (Right to Buy)	$3.04	06/17/2019		D		70,687		(3)	02/04/2026	Common Stock	70,687	(4)	0	D
Stock Option (Right to Buy)	$3.04	06/17/2019		D		60,000		(3)	02/04/2026	Common Stock	60,000	(5)	0	D
Stock Option (Right to Buy)	$2.36	06/17/2019		D		225,000		(6)	01/24/2027	Common Stock	225,000	(7)	0	D
Stock Option (Right to Buy)	$2.43	06/17/2019		D		225,000		(8)	02/06/2028	Common Stock	225,000	(9)	0	D
Stock Option (Right to Buy)	$2.94	06/17/2019		D		225,000		(10)	02/05/2029	Common Stock	225,000	(11)	0	D
Stock Option (Right to Buy)	$0.62	06/17/2019		A			63,750	(12)	01/27/2026	Common Stock	63,750	$0.00	63,750	D
Stock Option (Right to Buy)	$0.62	06/17/2019		A			53,015	(12)	02/04/2026	Common Stock	53,015	$0.00	53,015	D
Stock Option (Right to Buy)	$0.62	06/17/2019		A			45,000	(12)	02/04/2026	Common Stock	45,000	$0.00	45,000	D
Stock Option (Right to Buy)	$0.62	06/17/2019		A			168,750	(12)	01/24/2017	Common Stock	168,750	$0.00	168,750	D
Stock Option (Right to Buy)	$0.62	06/17/2019		A			168,750	(12)	02/06/2028	Common Stock	168,750	$0.00	168,750	D
Stock Option (Right to Buy)	$0.62	06/17/2019		A			168,750	(12)	02/05/2029	Common Stock	168,750	$0.00	168,750	D

Explanation of Responses:

1. The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2016, subject to the reporting person's continued service to the Issuer through each such vesting date.

2. On June 17, 2019, the Issuer canceled an option granted on January 28, 2016. In exchange for the canceled option, the reporting person received 63,750 options to purchase common stock.

3. The total number of shares of common stock subject to the option vests in 36 equal monthly installments over the three-year period beginning on January 1, 2016, subject to the reporting person's continued service to the Issuer through each such vesting date.

4. On June 17, 2019, the Issuer canceled an option granted on February 5, 2016. In exchange for the canceled option, the reporting person received 53,015 options to purchase common stock.

5. On June 17, 2019, the Issuer canceled an option granted on February 5, 2016. In exchange for the canceled option, the reporting person received 45,000 options to purchase common stock.

6. The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2017, subject to the reporting person's continued service to the Issuer through each such vesting date.

7. On June 17, 2019, the Issuer canceled an option granted on January 25, 2017. In exchange for the canceled option, the reporting person received 168,750 options to purchase common stock.

8. The option grant date was February 7, 2018, subject to approval of the Issuer's Amended and Restated 2013 Equity Incentive Plan (the "Plan") by the Issuer's stockholders which occurred at the Issuer's annual stockholder meeting on April 26, 2018. The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2018, subject to the reporting person's continued service to the Issuer through each such vesting date. Notwithstanding the foregoing vesting schedule, in no event may the option be exercised prior to the earlier of (i) the date on which the Issuer receives marketing approval from the U.S. Food and Drug Administration of Gimoti, (ii) the second anniversary of the date of grant, or (iii) the date of a "change in control" under Section 2.9 of the Plan.

9. On June 17, 2019, the Issuer canceled an option granted on February 7, 2018. In exchange for the canceled option, the reporting person received 168,750 options to purchase common stock.

10. The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on January 1, 2019, subject to the reporting person's continued service to the Issuer through each such vesting date.

11. On June 17, 2019, the Issuer canceled an option granted on February 6, 2019. In exchange for the canceled option, the reporting person received 168,750 options to purchase common stock.

12. The total number of shares of common stock subject to the option vests in 48 equal monthly installments over the four-year period beginning on June 17, 2019, subject to the reporting person's continued service to the Issuer through each such vesting date.

Remarks:

	/s/ Matthew J. D'Onofrio, Attorney-in-fact for David A. Gonyer	06/19/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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