SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Opaleye GP LLC

(Last)

(First)

(Middle)

9B RUSSELL STREET

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/24/2013

3. Issuer Name and Ticker or Trading Symbol
Retrophin, Inc. [ RTRX ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,097,671	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽²⁾	⁽²⁾	Common Stock	250,000	$3.6	I	See Footnote⁽¹⁾
Warrants	⁽³⁾	⁽³⁾	Common Stock	116,666	$6	I	See Footnote⁽¹⁾

Explanation of Responses:

1. Securities reported herein for Opaleye GP LLC (the "LLC") represent common stock and warrants beneficially owned and held of record by one private investment fund, Opaleye, L.P. (the "Fund"). The LLC is the general partner of the Fund. James Silverman is the sole member and manager of the LLC. The LLC and the Fund (the "Reporting Persons") are each beneficial owners and each have an address of 9B Russell Street, Cambridge, MA 02140. The Reporting Persons disclaim beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, or otherwise of such portion of the common stock and the warrants in which the Reporting Persons have no actual pecuniary interest therein.

2. These warrants are exercisable at any time and have an expiration date of February 12, 2018.

3. These warrants are exercisable at any time and have an expiration date of August 16, 2018.

	James Silverman, Managing Member of Opaleye GP LLC	01/03/2014
	** 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 5 (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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