Sec Form 3 Filing - Proehl Investment Ventures LLC @ Dermata Therapeutics, Inc. - 2021-08-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Proehl Investment Ventures LLC
2. Issuer Name and Ticker or Trading Symbol
Dermata Therapeutics, Inc. [ DRMA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3525 DEL MAR HEIGHTS RD., #332
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2021
(Street)
SAN DIEGO, CA92130
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 917,317 ( 1 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series 1d Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 2,436,657 ( 2 ) D
Series 1a Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 2,295,000 ( 3 ) D
Series 1b Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock 3,722,500 ( 4 ) D
Series 1c Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 25,582,050 ( 5 ) D
Series 1 Preferred Stock ( 6 ) ( 6 ) ( 6 ) Common Stock 1,755,622 ( 6 ) D
Series 1a Warrants ( 7 ) 11/15/2016 03/14/2026 Common Stock 573,750 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Proehl Investment Ventures LLC
3525 DEL MAR HEIGHTS RD., #332
SAN DIEGO, CA92130
X
Signatures
/s/ Gerald T. Proehl, Managing Member 08/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares reported reflect the 1 for 20.5 stock split effected July 1, 2021 (the "Stock Split").
( 2 )The Series 1d Preferred Stock is convertible into shares of Common Stock at a conversion ratio equal to 80% of the offering price in connection with the Issuer's initial public offering ("IPO"). All shares of Series 1d Preferred Stock will be converted into 361,147 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split.
( 3 )The Series 1a Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1a Preferred Stock will be converted into 111,951 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split.
( 4 )The Series 1b Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1b Preferred Stock will be converted into 181,585 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split.
( 5 )The Series 1c Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1c Preferred Stock will be converted into 1,247,904 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split.
( 6 )The Series 1 Preferred Stock is convertible into shares of Common Stock in connection with the Issuer's IPO. All shares of Series 1 Preferred Stock will be converted into 85,640 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio reflects the Stock Split.
( 7 )The Series 1a Preferred Warrants are convertible into warrants to purchase Common Stock in connection with the Issuer's IPO. All Series 1a Preferred Warrants will be converted into warrants exercisable at $20.50 per share to purchase up to 27,987 shares of Common Stock of the Issuer upon consummation of the IPO. The conversion ratio and exercise price reflect the Stock Split.

Remarks:
Exhibit 24- Power of Attorney

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