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*
Douville Philippe

(Last) (First) (Middle)
C/O MILESTONE PHARMACEUTICALS INC.
1111 DR. FREDERIK-PHILIPS BLVD, STE 420

(Street)
MONTR?AL A8 H4M 2X6

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/08/2019
3. Issuer Name and Ticker or Trading Symbol
Milestone Pharmaceuticals Inc. [ MIST ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Scientific Officer
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 Shares 39,268 D
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
Class A-1 Preferred (1) (1) Common Shares 4,124 (1) D
Employee Stock Option (right to buy) (2) 10/25/2021 Common Shares 29,537 0.72(3) D
Employee Stock Option (right to buy) (2) 05/09/2022 Common Shares 26,171 0.72(3) D
Employee Stock Option (right to buy) (2) 05/09/2023 Common Shares 8,021 0.72(3) D
Employee Stock Option (right to buy) (2) 10/18/2023 Common Shares 23,179 0.72(3) D
Employee Stock Option (right to buy) (2) 07/25/2024 Common Shares 21,853 0.72(3) D
Employee Stock Option (right to buy) (4) 08/26/2025 Common Shares 55,244 1.12 D
Employee Stock Option (right to buy) (5) 07/21/2027 Common Shares 26,413 1.54 D
Employee Stock Option (right to buy) (6) 10/15/2028 Common Shares 84,597 1.54 D
Employee Stock Option (right to buy) (7) 11/20/2028 Common Shares 12,219 2.66 D
Explanation of Responses:
1. Each share of Class A-1 Preferred is convertible at any time, at the option of the holder, into Common Shares, on a one-for-one basis, has no expiration date and will convert into Common Shares upon the closing of the Issuer's initial public offering.
2. Fully vested.
3. The option grant has an exercise price of $0.96 Canadian Dollars. This represents the exercise price in United States Dollars.
4. Twenty-five percent (25%) of the shares subject to the option vested on August 26, 2016, and one thirty-sixth (1/36th) of the remaining shares subject to the option vested or shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.
5. Twenty-five percent (25%) of the shares subject to the option vested on July 21, 2018, and one thirty-sixth (1/36th) of the remaining shares subject to the option vested or shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.
6. Twenty-five percent (25%) of the shares subject to the option shall vest on October 15, 2019, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.
7. Twenty-five percent (25%) of the shares subject to the option shall vest on November 21, 2019, and one thirty-sixth (1/36th) of the remaining shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to provide service through each such date.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Eric Popp, Attorney-in-Fact 05/08/2019
** 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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Exhibit 24

POWER OF ATTORNEY

(For Executing Form ID and Forms 3, 4 and 5)

	Know all by these presents, that the undersigned hereby constitutes and
appoints each of Joseph Oliveto and Timothy Maness, of Milestone
Pharmaceuticals, Inc. (the "Company"), and Jason Minio and Eric Popp of Cooley
LLP, signing individually, the undersigned's true and lawful attorneys-in fact
and agents to:

	(1)	Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission (the "SEC"), a Form ID and
Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in
connection therewith) in accordance with Section 16 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, in the
undersigned's capacity as an officer, director or beneficial owner of more than
10% of a registered class of securities of the Company;

	(2)	Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form ID and Forms
3, 4 or 5 (including amendments thereto and joint filing agreements in
connection therewith) and file such forms with the SEC and any stock exchange,
self-regulatory association or any similar authority; and

	(3)	Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the 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 the attorney-in-fact may approve in the
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 the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are
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 Company and the foregoing attorneys-in fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact is no longer employed
by the Company or employed by or a partner at Cooley LLP or another law firm
representing the Company, as applicable.



	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.


Date:  March 25, 2019

/s/ Philippe Douville
Philippe Douville