Agile Therapeutics
AGILE THERAPEUTICS INC (Form: 3, Received: 10/12/2017 17:15:51)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Conway Robert G

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/3/2017 

3. Issuer Name and Ticker or Trading Symbol

AGILE THERAPEUTICS INC [AGRX]

(Last)        (First)        (Middle)

101 POOR FARM ROAD

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP Ent Planning & Info Mgt /

(Street)

PRINCETON, NJ 08540       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Employee Stock Option (Right to Buy)   1/12/2009   1/11/2019   Common Stock   45   $285.71   (1) D    
Employee Stock Option (Right to Buy)   12/9/2010   12/8/2020   Common Stock   4149   $1.76   (1) D    
Employee Stock Option (Right to Buy)   12/6/2012   12/5/2022   Common Stock   46485   $4.38   (1) D    
Employee Stock Option (Right to Buy)   2/19/2015   2/18/2025   Common Stock   30000   $9.45   (2) D    
Employee Stock Option (Right to Buy)   2/8/2016   2/7/2026   Common Stock   47500   $5.93   (3) D    
Employee Stock Option (Right to Buy)   1/25/2017   1/24/2027   Common Stock   38000   $2.26   (4) D    

Explanation of Responses:
(1)  This option is fully vested.
(2)  This option was granted on February 19, 2015. 25% of the shares subject to the stock option vested on February 19, 2016, and the remaining shares vest in 36 equal monthly installments over the following three years such that the option will be fully vested on February 19, 2019.
(3)  This option was granted on February 8, 2016. 25% of the shares subject to the stock option vested on February 8, 2017, and the remaining shares vest in 36 equal monthly installments over the following three years such that the option will be fully vested on February 8, 2020.
(4)  This option was granted on January 25, 2017. 25% of the shares subject to the stock option will vest on January 25, 2018, and the remaining shares vest in 36 equal monthly installments over the following three years such that the option will be fully vested on January 25, 2021.

Remarks:
Exhibit List Exhibit 24.1 - Power of Attorney.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Conway Robert G
101 POOR FARM ROAD
PRINCETON, NJ 08540


SVP Ent Planning & Info Mgt

Signatures
/s/ Scott Coiante, Attorney-in-Fact 10/12/2017
** 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 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 control number.

Exhibit 24.1

 

Power of Attorney

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Scott Coiante and Geoff Gilmore of Agile Therapeutics, Inc. (the “Company”), or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to:

 

(1)           execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) 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 such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)           take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest 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 each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) 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, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) until such attorney-in-fact shall no longer be employed by the Company.

 

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 11th day of October, 2017.

 

 

 

 

/s/ Robert Conway

 

Name:

Robert Conway