Edgar Filing: AGILE THERAPEUTICS INC

Ownership Submission

FORM 4

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Care Capital III LLC

2. Issuer Name and Ticker or Trading Symbol
AGILE THERAPEUTICS INC [AGRX]

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)

47 HULFISH STREET, SUITE 310

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2014

(Street)

PRINCETON, NJ 08542

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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	05/29/2014		C		1,950,200	A	⁽¹⁾	1,950,200	I	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	05/29/2014		C		424,557	A	⁽⁵⁾	2,374,757	I	See footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾
Common Stock	05/29/2014		C		135,432	A	⁽⁷⁾	2,510,189	I	See footnotes ⁽³⁾ ⁽⁸⁾
Common Stock	05/29/2014		P		500,000	A	$ 6	3,010,189	I	See footnote ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Preferred Stock

⁽¹⁾

05/29/2014

1,393,000 ⁽¹⁾

⁽¹⁾

Common Stock

1,950,200 ⁽¹⁾

⁽¹⁾

See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾

Series C Preferred Stock

⁽⁴⁾

05/29/2014

303,255 ⁽⁵⁾

⁽⁵⁾

Common Stock

424,557 ⁽⁵⁾

⁽⁵⁾

See footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁶⁾

8% Convertible Promissory Note

⁽⁷⁾

05/29/2014

135,432 ⁽⁷⁾

⁽⁷⁾

Series A Preferred Stock

135,432 ⁽⁷⁾

⁽⁷⁾

See footnotes ⁽³⁾ ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Care Capital III LLC 47 HULFISH STREET SUITE 310 PRINCETON, NJ 08542		X
Care Capital Investments III L.P. 47 HULFISH STREET SUITE 310 PRINCETON, NJ 08542		X
Care Capital Offshore Investments III LP 47 HULFISH STREET SUITE 310 PRINCETON, NJ 08542		X

Signatures

Care Capital III LLC /s/ David R. Ramsay		05/29/2014
^**Signature of Reporting Person		Date
Care Capital Investments III LP, By: Care Capital III LLC, Its General Partner /s/ David R. Ramsay		05/29/2014
^**Signature of Reporting Person		Date
Care Capital Offshore Investments III LP, By: Care Capital III LLC, Its General Partner /s/ David R. Ramsay		05/29/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The issuer's Series B Preferred Stock automatically converted into shares of Common Stock on a 1.4-for-1 basis upon the closing of the issuer's initial public offering and had no expiration date.
(2)	Consists of 1,918,165 shares of Common Stock underlying the Series B Preferred Stock held by Care Capital Investments III LP and 32,025 shares of Common Stock underlying the Series B Preferred Stock held by Care Capital Offshore Investments III L.P.
(3)	Care Capital III LLC is the general partner of Care Capital Investments III LP and Care Capital Offshore Investments III LP and as a result, Care Capital III LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Richard Markham, Jan Leschly, Jerry N. Karabelas and David R. Ramsay are the four managing members at Care Capital III LLC, and in their capacity as such, may be deemed to exercise shared voting and investment power over the shares held by the reporting persons, each of whom disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(4)	The number of underlying shares of Common Stock reported in Column 7 reflects a 1.4-for-1 stock split that became effective on May 7, 2014.
(5)	The issuer's Series C Preferred Stock automatically converted into shares of Common Stock on a 1.4-for-1 basis upon the closing of the issuer's initial public offering and had no expiration date.
(6)	Consists of 417,584 shares of Common Stock underlying the Series C Preferred Stock held by Care Capital Investments III LP and 6,973 shares of Common Stock underlying the Series B Preferred Stock held by Care Capital Offshore Investments III L.P.
(7)	The issuer's 8% Convertible Promissory Notes (the "Notes") automatically converted into a number of shares of Common Stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the Notes divided by $6.00.
(8)	Consists of Notes with a principal balance of $793,770.23 and interest accrued through May 29, 2014 of $5,468.19 convertible into 133,207 shares of Common Stock held by Care Capital Investments III, LP and Notes with a principal balance of $13,256.22 and interest accrued through May 29, 2014 of $91.32 convertible into 2,225 shares of Common Stock held by Care Capital Offshore Investments III, LP.
(9)	Consists of 491,787 Common Shares owned by Care Capital Investments III LP and 8,213 shares owned by Care Capital Offshore Investments III LP.

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