NeuBase Therapeutics (NBSE) Form 4 Ohr Pharmaceutical / Jason Scott Slakter 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

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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).

1. Name and Address of Reporting Person^*

Slakter Jason Scott

(Last) (First) (Middle)

C/O OHR PHARMACEUTICAL INC.

800 THIRD AVE., 11TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ohr Pharmaceutical Inc [ OHRP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2017

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, par value $0.0001 per share	04/10/2017		P		142,858(1)	A	$0.7	1,067,898	D
Common Stock, par value $0.0001 per share								1,195,724	I	By SKS Ocular I LLC(2)

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
Warrants (right to buy)	$1	04/10/2017		P		100,001		04/10/2017	04/10/2022	Common Stock	100,001	$0	100,001	D

Explanation of Responses:

1. On April 5, 2017, Ohr Pharmaceutical, Inc. (the "Issuer") entered into a securities purchase agreement (the "Securities Purchase Agreement") with various purchasers set forth on the signatures pages thereto, including the Reporting Person. Pursuant to the Securities Purchase Agreement, the Reporting Person purchased shares of the Issuer's common stock (the "Common Stock") and warrants to purchase shares of Common Stock in a registered offering (the "Offering") for an aggregate purchase price of $100,000.06. The closing of the Offering occurred on April 10, 2017.

2. SKS Ocular I LLC directly owns the shares of Common Stock. On May 30, 2014, the Issuer completed an ophthalmology assets acquisition of SKS Ocular LLC and SKS Ocular I LLC. Pursuant to the acquisition agreement, among other things, SKS Ocular I LLC is eligible to receive additional shares of Common Stock in three contingent milestone payments. Milestones 1 and 2 have been met and the Issuer issued 497,859 shares of Common Stock to SKS Ocular I LLC on each of December 15, 2015 and July 18, 2016. The Reporting Person has investment and voting power with respect to the Common Stock held by SKS Ocular 1 LLC. Therefore, the Reporting Person may be deemed to beneficially own the shares of Common Stock beneficially owned by SKS Ocular 1 LLC. The Reporting Person disclaims any beneficial ownership of the Common Stock directly owed by SKS Ocular I LLC except to the extent of his pecuniary interest therein.

	/s/ Jason Scott Slakter	04/13/2017
	** 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).
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