Mazur Leonard L Form 4 Citius Pharmaceuticals / Leonard L Mazur 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^*

Mazur Leonard L

(Last)

(First)

(Middle)

C/O CITIUS PHARMACEUTICALS, INC.

63 GREAT ROAD

(Street)

MAYNARD

01754

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Citius Pharmaceuticals, Inc. [ CTXR ]

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)
03/30/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/30/2016		P		5,000,000	A	$0.6	5,457,143	D
Common Stock	03/30/2016		J		15,116,746	A	$0⁽¹⁾	20,116,746	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$0.41⁽²⁾	03/30/2016		J⁽²⁾		0⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	0⁽²⁾	$0⁽²⁾	3,594,217⁽³⁾	D
Warrant to Purchase Common Stock	$0.66⁽⁴⁾	03/30/2016		J⁽⁴⁾		0⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	0⁽⁴⁾	$0⁽⁴⁾	3,668,978	D
Warrant to Purchase Common Stock	$0.5⁽⁵⁾	03/30/2016		J⁽⁵⁾		0⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	0⁽⁵⁾	$0⁽⁵⁾	4,197,149	D
Warrant to Purcahse Common Stock	$0.66⁽⁶⁾	03/30/2016		J⁽⁶⁾		0⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	0⁽⁶⁾	$0⁽⁶⁾	4,244,707	D
Warrant to Purchase Common Stock	$0.5⁽⁷⁾	03/30/2016		J⁽⁷⁾		0⁽⁷⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	0⁽⁷⁾	$0⁽⁷⁾	4,566,457	D
Warrant to Purchase Common Stock	$0.5⁽⁸⁾	03/30/2016		J⁽⁸⁾		0⁽⁸⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	0⁽⁸⁾	$0⁽⁸⁾	4,866,420	D
Warrant to Purchase Common Stock	$0.5⁽⁹⁾	03/30/2016		J⁽⁹⁾		0⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	0⁽⁹⁾	$0⁽⁹⁾	5,071,600	D
Warrant to Purchase Common Stock	$0.5⁽¹⁰⁾	03/30/2016		J⁽¹⁰⁾		0⁽¹⁰⁾		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	0⁽¹⁰⁾	$0⁽¹⁰⁾	5,134,748	D
Warrant to Purchase Common Stock	$0.41⁽¹¹⁾	03/30/2016		J⁽¹¹⁾		0⁽¹¹⁾		⁽¹¹⁾	⁽¹¹⁾	Common Stock	0⁽¹¹⁾	$0⁽¹¹⁾	5,406,333	D

Explanation of Responses:

1. Represents shares of the Issuer issued pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of March 30, 2016 by and among the Issuer, Citius LMB Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer and Leonard-Meron Biosciences, Inc., a Delaware corporation ("LMB"). Pursuant to the terms of the Merger Agreement, each share of common stock of LMB and each convertible note of LMB was converted into shares of the Issuer's common stock.

2. On June 12, 2014, the Reporting Person was granted a five-year warrant to purchase 162,500 shares of LMB common stock at an exercise price of $0.75 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 294,217 shares of the Issuer's common stock at a per share exercise price of $0.41. The warrant is fully vested and exercisable immediately.

3. Includes an option to purchase 3,300,000 shares of the Issuer's common stock at an exercise price of $0.45 per share granted to the Reporting Person on September 12, 2014 pursuant to the Issuer's 2014 Stock Incentive Plan. The option was previously reported on a Form 3 filed with the Commission on behalf of the Reporting Person on October 28, 2015 and amended on April 12, 2016.

4. On January 8, 2015, the Reporting Person was granted a five-year warrant to purchase 41,292 shares of LMB common stock at an exercise price of $1.20 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 74,761 shares of the Issuer's common stock at a per share exercise price of $0.66. The warrant is fully vested and exercisable immediately.

5. On August 18, 2015, the Reporting Person was granted a five-year warrant to purchase 291,717 shares of LMB common stock at an exercise price $0.90 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 528,171 shares of the Issuer's common stock at a per share exercise price of $0.50. The warrant is fully vested and exercisable immediately.

6. On September 30, 2015, the Reporting Person was granted a five-year warrant to purchase 26,267 shares of LMB common stock at an exercise price of $1.20 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 47,558 shares of the Issuer's common stock at a per share exercise price of $0.66. The warrant is fully vested and exercisable immediately.

7. On November 2, 2015, the Reporting Person was granted a five-year warrant to purchase 172,184 shares of LMB common stock at an exercise price of $0.90 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 311,750 shares of the Issuer's common stock at a per share exercise price of $0.50. The warrant is fully vested and exercisable immediately.

8. On November 20, 2015, the Reporting Person was granted a five-year warrant to purchase 171,197 shares of LMB common stock at an exercise price of $0.90 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 309,963 shares of the Issuer's common stock at a per share exercise price of $0.50. The warrant is fully vested and exercisable immediately.

9. On January 8, 2016, the Reporting Person was granted a five-year warrant to purchase 113,324 shares of LMB common stock at an exercise price of $0.90. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 205,180 shares of the Issuer's common stock at a per share exercise price of $0.50. The warrant is fully vested and exercisable immediately.

10. On March 14, 2016, the Reporting Person was granted a five-year warrant to purchase 34,877 shares of LMB common stock at an exercise price of $0.90 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 63,148 shares of the Issuer's common stock at a per share exercise of $0.50. The warrant is fully vested and exercisable immediately.

11. On March 15, 2016, the Reporting Person was granted a five-year warrant to purchase 150,000 shares of LMB common stock at an exercise price $0.75 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 271,585 shares of the Issuer's common stock at a per share price of $0.41. The warrant is fully vested and exercisable immediately.

	/s/ Leonard Mazur	04/12/2016
	** 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).
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Mazur Leonard L Form 4Citius Pharmaceuticals / Leonard L Mazur ownership change