SEC Filing | DermTech

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SEC FORM 3 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^*

Jacobs Gary E.

(Last)

(First)

(Middle)

C/O DERMTECH, INC., 11099 N. TORREY

PINES ROAD, SUITE 100

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/29/2019

3. Issuer Name and Ticker or Trading Symbol
DermTech, Inc. [ DMTK ]

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

X	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)

X	Form filed by One Reporting Person
	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	797,978⁽¹⁾⁽²⁾⁽³⁾	I	By Jacobs Investment Company LLC⁽⁴⁾
Common Stock	624⁽¹⁾⁽²⁾⁽⁵⁾	I	By Jacobs Family Trust Dated 11-9-99⁽⁶⁾
Common Stock	492,779⁽¹⁾⁽²⁾⁽⁵⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option to Purchase Common Stock	⁽⁷⁾	11/07/2023	Common Stock	3,990⁽¹⁾⁽²⁾⁽⁸⁾	1.08⁽⁹⁾	D
Option to Purchase Common Stock	⁽⁷⁾	01/02/2024	Common Stock	692⁽¹⁾⁽²⁾⁽⁸⁾	1.08⁽⁹⁾	D
Option to Purchase Common Stock	⁽⁷⁾	01/02/2024	Common Stock	692⁽¹⁾⁽²⁾⁽⁸⁾	1.08⁽⁹⁾	D
Option to Purchase Common Stock	⁽⁷⁾	02/25/2024	Common Stock	3,990⁽¹⁾⁽²⁾⁽⁸⁾	1.08⁽⁹⁾	D
Option to Purchase Common Stock	⁽¹⁰⁾	01/04/2019	Common Stock	13,171⁽¹⁾⁽²⁾⁽⁸⁾	1.12⁽⁸⁾	D
Restricted Stock Units	⁽¹¹⁾	⁽¹¹⁾	Common Stock	16,432⁽¹⁾⁽²⁾⁽¹²⁾	⁽¹³⁾	D

Explanation of Responses:

1. On August 29, 2019, Issuer completed a merger transaction (the "Merger") pursuant to an Agreement and Plan of Merger, dated May 29, 2019, by and among Issuer, DT Merger Sub, Inc., and DermTech Operations, Inc., formerly known as DermTech, Inc. ("DermTech Operations"), as filed with the Securities and Exchange Commission on Form 8-K on May 29, 2019 (the "Merger Agreement"). Pursuant to the Merger Agreement, all issued and outstanding common stock of DermTech Operations converted into and became common stock of Issuer, all issued and outstanding options of DermTech Operations converted into and became options to purchase shares of Issuer's common stock, and all issued and outstanding restricted stock units of DermTech Operations converted into and became restricted stock units with the right to receive Issuer common stock.

2. (Continued from Footnote 1) On August 29, 2019, following the completion of the Merger, Issuer effected a reverse stock split at a ratio of one share for every two shares of Issuer common stock outstanding (the "Reverse Stock Split").

3. 721,055 of the reported shares of Issuer common stock were received in connection with the Merger in exchange for shares of DermTech Operations common stock. Each share of DermTech Operations common stock was cancelled and exchanged for the right to receive 1.16150415935026 shares of common stock of Issuer. The shares of common stock of Issuer reported reflect any necessary adjustments to account for the Reverse Stock Split.

4. These shares of Issuer common stock are directly held by Jacobs Investment Company LLC. Reporting person is the managing member of Jacobs Investment Company LLC. Reporting person exercises sole dispositive and sole voting power over the shares owned by Jacobs Investment Company LLC. Reporting person disclaims, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of his indirect pecuniary interest therein, and this report shall not be deemed an admission that reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.

5. These shares of Issuer common stock were received in connection with the Merger in exchange for shares of DermTech Operations common stock. Each share of DermTech Operations common stock was cancelled and exchanged for the right to receive 1.16150415935026 shares of common stock of Issuer. The shares of common stock of Issuer reported reflect any necessary adjustments to account for the Reverse Stock Split.

6. These shares of Issuer common stock may be deemed beneficially owned by the reporting person as Trustee of the Jacobs Family Trust Dated 11-9-99.

7. This option is fully vested and exercisable.

8. These options to purchase Issuer common stock were received in connection with the Merger in exchange for options to purchase shares of DermTech Operations common stock. Each option to purchase one share of DermTech Operations common stock was cancelled and exchanged for the right to receive an option to purchase 1.16150415935026 shares of Issuer common stock, on the same terms and conditions applicable to the original award. The shares of Issuer common stock exercisable pursuant to the option reported reflect any necessary adjustments to account for the Reverse Stock Split.

9. The exercise price reported reflects the Reverse Stock Split.

10. Commencing on January 1, 2019 (the "Vesting Start Date"), the reporting person shall acquire a vested interest in the shares of Issuer common stock exercisable pursuant to the option in a series of forty-eight (48) successive monthly installments on the last day of each full month following the Vesting Start Date, subject to the reporting person's continued service to the Issuer. Twenty-four (24) months of vesting of the option accellerated immediately prior to the Merger.

11. The shares of Issuer common stock underlying these restricted stock units have fully vested and will be released to the reporting person on the earliest to occur of (i) December 31, 2019, (ii) a change of control of Issuer, or (iii) the death of reporting person.

12. These restricted stock units of Issuer were received in connection with the Merger in exchange for restricted stock units of DermTech Operations. Each restricted stock unit to receive one share of DermTech Operations was cancelled and exchanged for a restricted stock unit to receive 1.16150415935026 shares of Issuer common stock, on the same terms and conditions applicable to the original award. The shares of Issuer common stock underlying the restricted units reported reflect any necessary adjustments to account for the Reverse Stock Split.

13. Each restricted stock unit represents a contingent right to receive one share of Issuer common stock.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Christian C. Hollweg, attorney-in-fact	09/09/2019
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                   POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jenna Stewart, Christian Hollweg, Jason Miller, Amanda Hartman,
Anne T. Leland and Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and
Popeo, P.C., signing singly, with full power of substitution, the undersigned's
true and lawful attorney-in-fact to:

        (1)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director and shareholder of DermTech, Inc., Forms 3,
              4 and 5 in accordance with Section 16(a) of the Securities
              Exchange Act of 1934, as amended, and the rules thereunder;

        (2)   do and perform any and all acts for and on behalf of the
              undersigned that may be necessary or desirable to complete and
              execute any such Form 3, 4 or 5 and timely file such form with the
              United States Securities and Exchange Commission and any stock
              exchange or similar authority; and

        (3)   take any other action of any type whatsoever in connection with
              the foregoing that, in the opinion of such attorney-in-fact, may
              be of benefit to, in the best interests of, or legally required by
              the undersigned, it being understood that the documents executed
              by such attorney-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorney-in-fact may approve in
              such attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934, as amended.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed this 22nd day of August, 2019.


                                        Signature:/s/ Gary Jacobs
                                                  ------------------------------

                                        Name: Gary Jacobs