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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (right to buy) | $ 0.44 | 10/03/2017 | P | 5,000,000 (1) | 10/03/2017 | 10/03/2022 | Common Stock | 5,000,000 (1) | $ 0 (1) | 5,000,000 | I | by Javelin Venture Partners, L.P. (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Doyle Noah RITTER PHARMACEUTICALS, INC. 1801 CENTURY PARK EAST, #1820 LOS ANGELES,, CA 90067 |
X | X |
/s/Andrew J. Ritter, attorney-in-fact | 10/27/2017 | |
**Signature of Reporting Person | Date |
* | 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) | Javelin Venture Partners, L.P. ("Javelin") purchased 5,000,000 Class A Units of the Issuer, consisting of 5,000,000 shares of common stock and warrants to purchase 5,000,000 shares of common stock, in the Issuer's October 2017 public offering at the public offering price of $0.40 per Class A Unit. The shares of common stock and warrants that are part of the Class A Units sold to Javelin in the puble offering were immediately separable and were issued separately in the offering. |
(2) | As the managing director of Javelin, the Reporting Person may be deemed the beneficial owner of the securities sold to Javelin in the public offering. The Reporting Person expressly disclaims beneficial ownership over these securities except to the extent of his pecuniary interest therein. |
(3) | As the managing director of Javelin Venture Partners I SPV I LLC. the Reporting Person may be deemed the beneficial owner of these shares. The Reporting Person expressly disclaims beneficial ownership over these shares except to the extent of his pecuniary interest therein. |