SEC Filing | Daré Bioscience

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SEC FORM 4 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

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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^*

Steele Robin Joan

(Last)

(First)

(Middle)

C/O DARE BIOSCIENCE, INC.

11119 NORTH TORREY PINES ROAD, SUITE 200

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Dare Bioscience, Inc. [ DARE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/19/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/19/2017		A		246,171	A	⁽¹⁾⁽²⁾	246,171	I	By The Robin J. Steele Trust DTD 1/30/2015

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$6.56⁽³⁾	07/19/2017		A		2,200⁽⁴⁾		⁽⁵⁾	07/19/2027	Common Stock	2,200	$0.00	2,200	D

Explanation of Responses:

1. In exchange for the issuance of shares of common stock and options to purchase shares of common stock of Dare Bioscience, Inc. (the "Corporation"), the Corporation acquired all of the issued and outstanding shares of common stock of Dare Bioscience Operations, Inc. ("Dare Operations") pursuant to the terms of a Stock Purchase Agreement, dated March 19, 2017, by and between the Corporation, Dare Operations and certain equityholders of Dare Operations party thereto, as filed with the Securities and Exchange Commission on Form 8-K on March 20, 2017 (such exchanges and issuances, the "Transaction").

2. The shares of common stock of the Corporation reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These shares of common stock of the Corporation were received in connection with the Transaction in exchange for 1,212,685 shares of Dare Operations. On the effective date of the Transaction, the closing price of the common stock of the Corporation, as reported on The Nasdaq Capital Market, was $6.56 per share (on a post-split basis). Each share of common stock of Dare Operations was cancelled and exchanged for the right to receive 0.2029969047 shares of common stock of the Corporation (on a post-split basis).

3. The exercise price reported reflects the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017.

4. Ms. Steele was awarded options to purchase shares of the Corporation's common stock in connection with her service as a member of the Board of Directors (the "Director Options") pursuant to the Corporation's 2014 Stock Incentive Plan and the Non-Employee Director Compensation Policy.

5. The Director Options will vest in equal annual installments over a three-year period measured from the date of grant, subject to Ms. Steele's continued service to the Corporation and will become exercisable in full upon a change of control of the Corporation.

Remarks:

	/s/ Sebastian E. Lucier, Attorney-in-fact	07/21/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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