Casamento Charles J Form 4 RELMADA THERAPEUTICS / CHARLES J CASAMENTO ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CASAMENTO CHARLES J

(Last) (First) (Middle)

C/O RELMADA THERAPEUTICS, INC.

880 THIRD AVENUE, 12TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RELMADA THERAPEUTICS, INC. [ RLMD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Common Stock	12/24/2019		M		46,484	A	$3.24	46,484	D
Common Stock	12/24/2019		M		21,094	A	$4.6	67,578	D
Common Stock	12/24/2019		F		3,706(1)	D	$40.64	63,872	D
Common Stock	12/24/2019		F		2,388(2)	D	$40.64	61,484(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Options to purchase common stock	$3.24	12/24/2019		M			46,484	10/20/2017(4)	12/26/2019	Common Stock	3,706	$0	59,766	D
Options to purchase common stock	$4.6	12/24/2019		M			21,094	12/20/2018(5)	12/26/2019	Common Stock	2,388	$0	91,406	D

Explanation of Responses:

1. Reflects 3,706 shares withheld at the market price of $40.64 per share to fund the cashless exercise of 46,484 options owned by Mr. Casamento, which cashless exercise was approved by the Board of Directors.

2. Reflects 2,388 shares withheld at the market price of $40.64 per share to fund the cashless exercise of 21,094 options owned by Mr. Casamento, which cashless exercise was approved by the Board of Directors.

3. The shares of common stock held by Mr. Casamento remain subject to the terms of the Lock-Up Agreement, dated November 21, 2019, between Mr. Casamento and Jefferies LLC, as representative of the several underwriters listed on Schedule A to the Underwriting Agreement, dated December 3, 2019, by and among Jefferies LLC, SVB Leerink LLC and Relmada Therapeutics, Inc.

4. The options vest from the date of grant in equal quarterly increments of 6.25% over a four year period.

5. The options vest from the date of grant in equal quarterly increments of 6.25% over a four year period.

	/s/ Charles J. Casamento	12/27/2019
	** 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 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 Number.