X0306 4 2016-07-01 0 0001042418 HedgePath Pharmaceuticals, Inc. HPPI 0001238483 SEARS SAMUEL P JR 324 S. HYDE PARK AVENUE, SUITE 350 TAMPA FL 33606 1 0 0 0 Restricted Stock Units 2016-07-01 4 A 0 150000 0.00 A Common Stock 150000 150000 D Options to Purchase Common Stock 0.24 2016-07-01 4 A 0 150000 0.00 A 2026-07-01 Common Stock 150000 150000 D Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's common stock. The RSUs were issued to the reporting person on July 1, 2016, pursuant to a grant under the issuer's 2014 Equity Incentive Plan. The RSUs will vest in three equal annual installments beginning on the first anniversary of the date of grant, provided that if such vesting date is not during an open trading window, then such RSUs will vest on the first day thereafter that is during an open trading window. The options become exercisable in three equal annual installments beginning on the first anniversary of the date of grant. /s/ Samuel P. Sears Jr. 2016-07-06