Statement of Changes in Beneficial Ownership (4)
April 23 2020 - 04:16PM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
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FOEHR MATTHEW W |
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 _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
RITTER PHARMACEUTICALS, INC., 1880 CENTURY PARK EAST, SUITE 1000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/21/2020 |
(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 | 1/21/2020 | | C | | 76923 (1) | A | $0 | 100174 | D | |
Common Stock | 4/10/2020 | | A | | 38461 (2) | A | $0 | 138635 | D | |
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) | 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 |
Series B convertible preferred stock | $1.30 | 1/21/2020 | | C | | | 100 (1) | (1) | (1) | Common Stock | 76923 | $0 | 0 | D | |
Warrant Shares (right to buy) | $1.30 | 4/10/2020 | | D | | | 38461 (2) | 11/5/2018 | 11/5/2023 | Common Stock | 38461 | (2) | 0 | D | |
Explanation of Responses: |
(1) | The Reporting Person converted 100 shares of Series B convertible preferred stock on January 21, 2020, at a conversion price of $1.30 per share, resulting in his acquisition of 76,923 shares of common stock. The Series B convertible preferred stock had a stated value of $1,000 per share, was convertible at any time, and had no expiration date. |
(2) | The Reporting Person disposed of warrants to purchase 38,461 shares of the Issuer's common stock in exchange for 38,461 shares of the Issuer's common stock pursuant to an exchange agreement with the Issuer in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FOEHR MATTHEW W RITTER PHARMACEUTICALS, INC. 1880 CENTURY PARK EAST, SUITE 1000 LOS ANGELES, CA 90067 | X |
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Signatures
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/s/ Andrew J. Ritter attorney-in-fact | | 4/23/2020 |
**Signature of Reporting Person | Date |
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