Statement of Changes in Beneficial Ownership (4)
2017年10月28日 - 2:59AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Ritter Ira E.
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2. Issuer Name
and
Ticker or Trading Symbol
RITTER PHARMACEUTICALS INC
[
RTTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Exec. Chairman, CSO
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(Last)
(First)
(Middle)
RITTER PHARMACEUTICALS, INC., 1801 CENTURY PARK EAST, #1820
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/3/2017
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(Street)
LOS ANGELES, CA 90067
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/3/2017
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P
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187500
(1)
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A
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(1)
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1004772
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I
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by Stonehenge Partners LLC
(2)
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Common Stock
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6250
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I
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By Trust
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrants (right to buy)
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$.44
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10/3/2017
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P
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187500
(1)
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10/3/2017
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10/3/2022
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Common Stock
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187500
(1)
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$0
(1)
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187500
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I
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by Stonehenge Partners LLC
(2)
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Explanation of Responses:
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(1)
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Stonehenge Partners LLC ("Stonehenge") purchased 187,500 Class A Units of the Issuer, consisting of 187,500 shares of common stock and warrants to purchase 187,500 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 Stonehenge in the puble offering were immediately separable and were issued separately in the offering.
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(2)
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As a managing partner of Stonehenge 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.
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(3)
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These shares are held in a retirement plan trust of which the Reporting Person and his spouse are trustees. The Reporting Person's spouse and the revocable trust of the Reporting Person and his spouse are beneficiaries of the retirement plan trust. The Reporting Person expressly disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Ritter Ira E.
RITTER PHARMACEUTICALS, INC.
1801 CENTURY PARK EAST, #1820
LOS ANGELES, CA 90067
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X
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X
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Exec. Chairman, CSO
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Signatures
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/s/Andrew J. Ritter, attorney-in-fact
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10/27/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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