Matthew Charles McMurdo Form 4 TITAN PHARMACEUTICALS / Matthew Charles McMurdo 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^*

McMurdo Matthew Charles

(Last) (First) (Middle)

1047 SEWARD AVE.

(Street)

WESTFIELD NJ 07090

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TITAN PHARMACEUTICALS INC [ TTNP ]

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)
07/26/2023

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	07/26/2023		A		50,000(1)	A	$0	50,000	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
Option to Purchase Common Stock	$1.52(2)	06/29/2023(2)		A		25,000		(2)	08/15/2022	Common Stock	25,000	$0	25,000	D
Option to Purchase Common Stock	$1.31(3)	06/29/2023(3)		A		100,000		(3)	09/15/2022	Common Stock	100,000	$0	100,000	D

Explanation of Responses:

1. The shares reported in this transaction represent Unrestricted Stock Awards pursuant to the Issuer's Fourth Amended and Restated 2015 Omnibus Equity Incentive Plan that vested immediately on the date of grant.

2. The options were approved by the Issuer's Board of Directors on August 15, 2022. The options were conditioned on the approval by the Issuer's stockholders of an increase in the number of shares available for issuance under the 2015 Omnibus Equity Incentive Plan, which approval occurred on June 29, 2023. The exercise price of the options is equal to the closing price of the Issuer's common stock on August 15, 2022.

3. The options were approved by the Issuer's Board of Directors on September 15, 2022. The options were conditioned on the approval by the Issuer's stockholders of an increase in the number of shares available for issuance under the 2015 Omnibus Equity Incentive Plan, which approval occurred on June 29, 2023. The exercise price of the options is equal to the closing price of the Issuer's common stock on September 15, 2022.

	/s/ Matthew C. McMurdo	07/28/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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