Explanatory Note:
This Amendment No. 1 to Schedule 13D is being filed by Christoph Westphal, M.D., Ph.D. (the Reporting Person), pursuant to § 240.13d-2(a), to amend the Schedule 13D filed by the Reporting Person on October 26, 2018 (the Existing Schedule 13D) relating to the Common Stock $0.0001 par value per share (the Common Stock) of Flex Pharma, Inc. (the Issuer). The purpose of this amendment is to reflect the shares of Common Stock gifted by the Reporting Person on November 6, 2018 and December 20, 2018. Except as set forth below, all Items of the Existing Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Schedule 13D.
Item 1.
Security and Issuer.
There are no amendments to Item 1 of the Existing Schedule 13D.
Item 2.
Identity and Background.
There are no amendments to Item 2 of the Existing Schedule 13D.
Item 3.
Source and Amount of Funds or Other Consideration.
There are no amendments to Item 3 of the Existing Schedule 13D.
Item 4.
Purpose of Transaction.
As a result of the transactions listed in item 5(c) to this Schedule 13D, the Reporting Person no longer holds 5% of the outstanding shares of Common Stock.
Item 5.
Interest in Securities of the Issuer.
(a)(b)
The aggregate percentage of shares of Common Stock reported beneficially owned by the Reporting Person is determined in accordance with SEC rules and is based upon 18,069,476 shares of the Issuers Common Stock outstanding as of October 31, 2018, as set forth on the cover page of the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. As of the close of business on December 20, 2018, the Reporting Person beneficially owned 882,818 shares of Common Stock, representing approximately 4.89% of the outstanding shares of Common Stock. 844,627 of these shares are directly held by the Reporting Person, 22,321 are directly held by The Christoph H. Westphal Revocable Trust of 2007 and 15,870 are directly held by The Christoph Westphal Roth IRA.
(c)
As a result of the gifts made on November 6, 2018 and December 20, 2018, the Reporting Person no longer beneficially owns 5% of the outstanding shares of Common Stock of the Issuer.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
There are no amendments to Item 6 of the Existing Schedule 13D.
Item 7.
Material to be Filed as Exhibits.
There are no amendments to Item 6 of the Existing Schedule 13D.
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