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*
Satter Muneer A

(Last) (First) (Middle)
C/O AERPIO PHARMACEUTICALS, INC.
9987 CARVER ROAD, SUITE 420

(Street)
CINCINNATI OH 25242

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2017
3. Issuer Name and Ticker or Trading Symbol
Aerpio Pharmaceuticals, Inc. [ NONE ]
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 2,121,835(1) I See Footnote(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares were acquired pursuant to an Agreement and Plan of Merger, dated as of March 7, 2017 (the "Merger Agreement"), pursuant to which a wholly-owned subsidiary of the Company merged with and into Aerpio Therapeutics, Inc. ("Aerpio"). Pursuant to the Merger Agreement, the then outstanding shares of Aerpio's common stock and outstanding shares of each series of Aerpio's preferred stock were cancelled and were automatically converted into the right to receive shares of the Company's common stock on a 2.3336572-1 basis upon closing of the merger on March 15, 2017.
2. The amount in Column 2 includes (a) 980,124 shares that are held by the Muneer A. Satter Revocable Trust for which the Reporting Person serves as trustee and, in such capacity, has sole voting and dispositive power over all such shares and (b) 1,141,711 shares that are held by various other trusts and other entities for which the Reporting Person serves as trustee, investment advisor or manager and, in such capacity, has sole voting and dispositive power over all such shares. The Reporting Person disclaims beneficial ownership of all shares included in clause (b) of this footnote (2), except to the extent of his pecuniary interest.
Remarks:
Exhibit 24.1: Limited Power of Attorney
/s/ Muneer A. Satter 03/17/2017
** 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.
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                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints each of Ted H. Zook, P.C.; Robert M. Hayward, P.C.; and
Jon-Micheal A. Wheat, signing singly, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:

(1)     prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5
(including any amendments thereto) with respect to the securities of Aerpio
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), with the United
States Securities and Exchange Commission, any national securities exchanges and
the Company, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, as amended from time to time (the "Exchange Act");

(2)     seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to the undersigned and approves and ratifies any such
release of information; and

(3)     perform any and all other acts that, in the discretion of such
attorneys-in-fact, are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)     this Power of Attorney authorizes, but does not require, each such
attorney-in-fact to act in his discretion on information provided to such
attorney-in-fact without independent verification of such information;

(2)     any documents prepared and/or executed by any of the attorneys-in-fact
on behalf of the undersigned pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as such attorney-in-fact,
in his discretion, deems necessary or desirable;

(3)     neither the Company nor any of the attorneys-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirement of
the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

(4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

        The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, with full power of substitution and revocation,
hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, of, for and on behalf of the undersigned, shall
lawfully do or cause to be done by virtue of this Power of Attorney.

        This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each of such
attorneys-in-fact.

                                   * * * * *

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 17th day of March, 2017.


/s/ Muneer A. Satter
-----------------------------------
Muneer A. Satter