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^*

Mazur Leonard L

(Last)

(First)

(Middle)

C/O CITIUS PHARMACEUTICALS, INC.

11 COMMERCE DRIVE, 1ST FLOOR

(Street)

CRANFORD

07016

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

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2017

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)
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	08/24/2017		P		11,000	A	$2.68	3,337,730	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⁽¹⁾	$4.125	08/24/2017		P		11,000		02/08/2018	08/08/2022	Common Stock	11,000	$0.54	11,000	D
Warrant to Purchase Common Stock⁽²⁾	$6.15							⁽²⁾	06/12/2019	Common Stock	19,614		19,614	D
Warrant to Purchase Common Stock⁽²⁾	$9.9							⁽²⁾	09/30/2019	Common Stock	3,171		3,171	D
Warrant to Purchase Common Stock⁽²⁾	$9.9							⁽²⁾	01/08/2020	Common Stock	4,984		4,984	D
Warrant to Purchase Common Stock⁽²⁾	$7.5							⁽²⁾	08/18/2020	Common Stock	35,211		35,211	D
Warrant to Purchase Common Stock⁽²⁾	$7.5							⁽²⁾	11/02/2020	Common Stock	20,783		20,783	D
Warrant to Purchase Common Stock⁽²⁾	$7.5							⁽²⁾	11/20/2020	Common Stock	20,664		20,664	D
Warrant to Purchase Common Stock⁽²⁾	$7.5							⁽²⁾	01/08/2021	Common Stock	13,679		13,679	D
Warrant to Purchase Common Stock⁽²⁾	$7.5							⁽²⁾	03/14/2021	Common Stock	4,210		4,210	D
Warrant to Purchase Common Stock⁽²⁾	$6.15							⁽²⁾	03/15/2021	Common Stock	18,106		18,106	D
Warrant to Purchase Common Stock⁽³⁾	$4.125							02/08/2018	08/08/2022	Common Stock	421,400		421,400	D
Options to Purchase Common Stock⁽⁴⁾	$6.75							⁽⁴⁾	09/12/2024	Common Stock	220,000		220,000	D

Explanation of Responses:

1. On August 24, 2017, the Report Person purchased a five-year warrant to purchase 11,000 shares of the Company's common stock at an exercise price of $4.125 per share. The warrant is fully vested and exercisable six months from August 8, 2017.

2. The warrant is fully vested and exercisable immediately.

3. On August 8, 2017, the Reporting Person purchased a five-year warrant to purchase 421,400 shares of the Company's common stock at an exercise price of $4.125 per share. The warrant is fully vested and exercisable six months from August 8, 2017.

4. The option vests as to 40% of the shares of the Company's common stock on September 12, 2014 and 15% of the shares on each of September 12, 2015, March 12 and September 12, 2016 and September 12, 2017. The option was issued pursuant to the Company's 2014 Stock Incentive Plan.

Remarks:

	/s/ Erica B. Jackson, by power of attorney	08/28/2017
	** 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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