EMI Holding Form 4 EMMAUS LIFE SCIENCES / Yutaka Niihara 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^*

Niihara Yutaka

(Last) (First) (Middle)

21250 HAWTHORNE BLVD.

SUITE 800

(Street)

TORRANCE CA 90503

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
EMMAUS LIFE SCIENCES, INC. [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2015

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	01/07/2015		M		55,556	A	$1	55,556	I	See Footnote(1)
Common Stock	03/18/2016		M		22,222	A	$4.5	22,222	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
Warrants (right to buy)	$1	01/07/2015		M			55,556	01/17/2013	01/17/2015	Common Stock	55,556	$1	0	I	See Footnote(1)
Convertible Promissory Note	$4.5	09/29/2015		A		$100,000		09/29/2016	09/29/2017	Common Stock	22,222(2)	$4.5	22,222	D
Convertible Promissory Note	$4.5	11/16/2015		A		$200,000		11/16/2016	11/16/2017	Common Stock	44,444(3)	$4.5	44,444	D
Warrants (right to buy)	$5	05/10/2016		A		1,300,000		05/10/2016	05/09/2021	Common Stock	1,300,000	$5	0	D
Options	$5	05/10/2016		A		300,000		(4)	05/09/2026	Common Stock	300,000	$5	300,000	D

Explanation of Responses:

1. Owned by Hope International Hospice, Inc.. The reporting person is the chief executive officer of Hope International Hospice, Inc. and has voting and investment power over such shares. The reporting person disclaims beneficial ownership of all securities held by Hope International Hospice, Inc., and this report should not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. The principal amount of the Convertible Promissory Note plus unpaid accrued interest (10% per annum) is convertible into shares of the Issuer's common stock. The 22,222 shares represents the number of shares into which the principal amount of the Convertible Promissory Note may be converted. The note is due on September 29, 2017.

3. The principal amount of the Convertible Promissory Note plus unpaid accrued interest (10% per annum) is convertible into shares of the Issuer's common stock. The 44,444 shares represents the number of shares into which the principal amount of the Convertible Promissory Note may be converted. The note is due on November 16, 2017.

4. The option vests one-third (1/3) on May 10, 2017, and thereafter will vest monthly in equal monthly amounts (or as close to an equal amount as possible) until May 10, 2019.

	Yutaka Niihara	05/26/2016
	** 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.
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