X0306 4 2014-06-24 0 0001042418 HedgePath Pharmaceuticals, Inc. HPPI 0001066040 ODONNELL FRANCIS E JR 324 S. HYDE PARK AVENUE, SUITE 350 TAMPA FL 33606 1 1 0 0 Executive Chairman Common Stock, $.0001 par value per share 2014-06-24 4 J 0 1120000 0.075 A 1261693 I By Hedgepath LLC Common Stock, $.0001 par value per share 2014-06-24 4 J 0 5300000 0.075 A 5970510 I By Trust Common Stock, $.0001 par value per share 2014-06-24 4 J 0 141693 A 141693 I By Hedgepath LLC Common Stock, $.0001 par value per share 2014-06-24 4 J 0 670510 A 670510 I By Trust Warrant to purchase Common Stock 0.878 2014-06-24 4 J 0 574032 A 2014-06-24 2019-06-24 Common Stock 574032 574032 I By Hedgepath LLC Warrant to purchase Common Stock 0.878 2014-06-24 4 J 0 2716401 A 2014-06-24 2019-06-24 Common Stock 2716401 2716401 I By Trust Series A Convertible Preferred Stock 2014-06-24 4 J 0 4011.615 A Common Stock 1363955 13531.656 I By Hedgepath LLC Series A Convertible Preferred Stock 2014-06-24 4 J 0 18983.535 A Common Stock 6454430 64033.73 I By Trust On the June 24, 2014, Hedgepath, LLC ("HPLLC") and HedgePath Pharmaceuticals, Inc. (the "Issuer") entered into a Stock Purchase Agreement pursuant to which HPLLC purchased 20,000,000 shares of the Issuer's common stock at a purchase price of $0.075 per share for an aggregate purchase price of $1,500,000, $1,250,000 of which was funded pursuant to a promissory note (the "Note") issued by HPLLC to the Issuer on June 24, 2014. If HPLLC defaults on part or all of the Note, the Issuer may require HPLLC to forfeit some or all of the 20,000,000 shares issued. The Reporting Person holds 5.6% of the outstanding membership interests in HPLLC and is reporting only such number of shares based upon the Reporting Person's ownership percentage in HPLLC. The Reporting Person disclaims beneficial ownership of the securities held by HPLLC except to the extent of his pecuniary interest therein. Black Robe Capital, LLC ("Black Robe") holds 26.5% of the outstanding membership interests in HPLLC. The Reporting Person is the sole manager of Black Robe, which in turn is the sole manager of HPLLC. The Reporting Person has sole voting and dispositive power over Black Robe. Black Robe has sole voting and dispositive power over HPLLC. As a result, the Reporting Person may be deemed to have a pecuniary interest in 26.5% of the shares held by HPLLC and is reporting only such number of shares based upon the Reporting Person's ownership percentage in HPLLC. The Reporting Person disclaims beneficial ownership of the securities ultimately beneficially owned by the Black Robe except to the extent of his pecuniary interest therein. On June 24, 2014, HPLLC entered into a Debt Forgiveness Agreement with the Issuer pursuant to which HPLLC waived $639,767 of indebtedness previously advanced by HPLLC to the Issuer in exchange for 2,530,227 shares of common stock, 71,635.981 shares of Series A Convertible Preferred Stock (the "Preferred Stock") and a warrant to purchase 10,250,569 shares of common stock. The Preferred Stock may not be converted by the Reporting Person until August 14, 2014. Pursuant to the terms of an Equity Holders Agreement entered into by the Issuer and certain shareholders and officers of the Issuer, the Preferred Stock must be converted by the Reporting Person into common stock on or within two days of August 14, 2014. The Preferred Stock does not expire. All of the Issuer's issued and outstanding Preferred Stock (500,000 shares) is convertible into an aggregate of 170,000,739 shares of common stock. HPLLC holds 241,636.720 shares of Preferred Stock which are convertible into 82,156,842 shares of common stock. The Preferred Stock indirectly held by the Reporting Person through HPLLC is convertible into 4,600,783 shares of common stock. The Preferred Stock indirectly held by the Reporting Person through Black Robe is convertible into 21,771,563 shares of common stock. /s/ Francis E. O'Donnell 2014-07-09