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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Step Michael D 		2. Issuer Name and Ticker or Trading Symbol

RITTER PHARMACEUTICALS INC [ RTTR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

RITTER PHARMACEUTICALS, INC., 1801 CENTURY PARK EAST, #1820 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/28/2015
(Street)

LOS ANGELES,, CA 90067
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   $5.86                      (1) (2) (3)   (1) (2) (3) Common Stock   163799     163799   D  
 

Explanation of Responses:
( 1)  This Form 4 is being filed to report the number of shares determined to be subject to the above-described option, which option was previously disclosed on the reporting person's Form 3 (to which footnotes 4 and 5 thereon relate) filed June 24, 2015. This option was granted to the reporting person on December 2, 2014. The total number of shares issuable under this option was to be equal to the number of shares of common stock as would, together with the 646,537 shares subject to a separate option granted to the reporting person on December 2, 2014, represent in the aggregate 7.5% of the shares of common stock deemed to be outstanding on a fully-diluted basis as of the date that the Issuer raised in the aggregate a minimum of $15,000,000 in one or more private and/or public offerings, or a Qualified Financing, after giving effect to (i) the issuance of the shares issued in the Qualified Financing, (ii) the issuance of this option and (iii) any adjustments.
( 2)  The Issuer consummated its initial public offering on June 29, 2015, which offering constituted a Qualified Financing. On August 28, 2015, the Issuer's Compensation Committee determined and approved the exact number of shares that are subject to this option as a result of the consummation of the Qualified Financing. This option became immediately exercisable in full on June 29, 2015, with 75% of the shares underlying this option subject to a repurchase right by the Issuer upon the reporting person's ceasing to be a service provider to the Issuer for any reason. Such right of repurchase lapses with respect to 1/36th of the shares subject to the right of repurchase on the first day of each month following June 29, 2015, subject to the reporting person's continuing to be a service provider to the Issuer through such date.
( 3)  Notwithstanding the foregoing, the right of repurchase will expire in full with respect to all of the shares then subject to the right of repurchase upon the first to occur of a (i) Termination without Cause or by the reporting person with Good Reason and (ii) a Change in Control Termination (each as defined in the reporting person's Executive Severance and Change in Control Agreement).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Step Michael D
RITTER PHARMACEUTICALS, INC.
1801 CENTURY PARK EAST, #1820
LOS ANGELES,, CA 90067 		X
CEO

Signatures
/s/Michael D. Step 8/28/2015
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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