Qualigen Therapeutics (QLGN) Form 4 RITTER PHARMACEUTICALS / Noah Doyle 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^*

Doyle Noah

(Last) (First) (Middle)

RITTER PHARMACEUTICALS, INC.

1801 CENTURY PARK EAST, #1820

(Street)

LOS ANGELES, CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RITTER PHARMACEUTICALS INC [ RTTR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/03/2017

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	10/03/2017		P		5,000,000(1)	A	(1)	7,047,804	I	by Javelin Venture Partners, L.P.(2)
Common Stock								322,753	I	by Javelin Venture Partners I SPV I, LLC(3)
Common Stock								22,727	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)	$0.44	10/03/2017		P		5,000,000(1)		10/03/2017	10/03/2022	Common Stock	5,000,000(1)	$0(1)	5,000,000	I	by Javelin Venture Partners, L.P.(2)

Explanation of Responses:

1. Javelin Venture Partners, L.P. ("Javelin") purchased 5,000,000 Class A Units of the Issuer, consisting of 5,000,000 shares of common stock and warrants to purchase 5,000,000 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 Javelin in the puble offering were immediately separable and were issued separately in the offering.

2. As the managing director of Javelin, the Reporting Person may be deemed the beneficial owner of the securities sold to Javelin in the public offering. The Reporting Person expressly disclaims beneficial ownership over these securities except to the extent of his pecuniary interest therein.

3. As the managing director of Javelin Venture Partners I SPV I LLC. 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.

Remarks:

	/s/Andrew J. Ritter, attorney-in-fact	10/27/2017
	** 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).
** 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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