SEC FORM 4

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^*

Shkreli Martin

(Last)

(First)

(Middle)

101 AVENUE OF THE AMERICAS, 9TH FLOOR

(Street)

NEW YORK

10013

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2014

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	11/14/2014		S		100,000	D	$10.2279	2,837,168	D
Common Stock	11/17/2014		S		100,000	D	$9.411	2,737,168	D
Common Stock	11/18/2014		S		254,975	D	$9.1911	2,482,193	D
Common Stock	11/19/2014		S		329,824	D	$8.5412	2,152,369	D
Common Stock	11/20/2014		S		134,354	D	$8.2319	2,018,015	D
Common Stock	11/21/2014		S		252,847	D	$8.41	1,765,168	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)
Prepaid Forward Contract (obligation to sell)	⁽¹⁾	09/09/2014		J/K⁽¹⁾		123,000		09/12/2016	09/14/2016	Common Stock	123,000	⁽¹⁾	123,000	D
Prepaid Forward Contract (obligation to sell)	⁽²⁾	09/12/2014		J/K⁽²⁾		205,000		09/15/2016	09/21/2016	Common Stock	205,000	⁽²⁾	205,000	D

Explanation of Responses:

1. On September 9, 2014, the reporting person entered into a prepaid forward contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer, at the reporting person's option, up to 123,000 shares of common stock, par value $0.0001 per share ("Common Stock"), of Retrophin, Inc., cash or a combination thereof on the maturity date of the contract (September 14, 2016). In exchange for assuming this obligation, the reporting person received a cash payment of $1,069,166 as of the date of entering into the contract. The reporting person pledged 123,000 shares of Common Stock (the "September 9 Pledged Shares") to secure his obligations under such contract and retained voting rights in the September 9 Pledged Shares during the term of the pledge.

2. On September 12, 2014, the reporting person entered into a prepaid forward contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer, at the reporting person's option, up to 205,000 shares of Common Stock, cash or a combination thereof on the maturity date of the contract (September 21, 2016). In exchange for assuming this obligation, the reporting person received a cash payment of $1,789,679 as of the date of entering into the contract. The reporting person pledged 205,000 shares of Common Stock (the "September 12 Pledged Shares") to secure his obligations under such contract and retained voting rights in the September 12 Pledged Shares during the term of the pledge.

	/s/ Martin Shkreli	11/23/2014
	** 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 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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