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^*

WHALEHAVEN CAPITAL FUND LTD

(Last)

(First)

(Middle)

560 SYLVAN AVENUE

(Street)

ENGLEWOOD CLIFFS

07632

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RADIENT PHARMACEUTICALS Corp [ RXPC ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		See Explanation of Responses

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2011

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	07/08/2011		S		59,000	D	$0.122	8,838,000	D
Common Stock	07/11/2011		S		225,000	D	$0.112	8,613,000	D
Common Stock	07/12/2011		S		905,000	D	$0.0814	7,708,000	D
Common Stock	07/13/2011		S		233,000	D	$0.084	7,475,000	D
Common Stock								7,475,000	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)
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)
Convertible Notes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	$0.18							05/24/2011	09/24/2011	Common	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		0	D
Warrants⁽⁵⁾	$0.18							11/30/2009	12/10/2016	Common	188,777		188,777	D

Explanation of Responses:

1. Pursuant to a Settlement Agreement entered into between the Issuer and Whalehaven Capital Fund Limited ("Whalehaven") on May 17, 2011 as amended by an Amendment to Settlement Agreement dated May 23, 2011, the Issuer agreed to issue shares pursuant to Section 3(a)(10) of the Securities Act of 1933 to Whalehaven. Pursuant to publicly available information, the Issuer has 200,000,000 authorized shares of which 174,368,863 shares have already been issued and are outstanding.

2. Therefore, the Issuer has not more than 25,631,137 additional shares available for issuance from its authorized shares. Whalehaven believes all such shares have been contractually reserved by the Issuer for issuance to persons other than Whalehaven and have not been reserved for Whalehaven. The Issuer has filed a Preliminary Proxy Statement in order to obtain shareholder approval to increase its authorized shares for the issuance of additional shares to Whalehaven.

3. Furthermore, on July 19, 2011, Whalehaven sent a letter to the Issuer irrevocably relinquishing its right to convert the Promissory Note issued pursuant to the Settlement Agreement into common stock of the Issuer.

4. Therefore, it is Whalehaven's position that it is not the beneficial owner of any additional shares.

5. The terms of the Warrants do not permit the Warrants to be exercised if following such exercise, the holder would beneficially own more than 4.99% of the Issuer's outstanding common stock.

	/s/Vadim Mats, CFO	07/21/2011
	** 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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