X0306 4 2016-05-25 0 0001042418 HedgePath Pharmaceuticals, Inc. HPPI* 0001560183 Mayne Pharma Group Ltd LEVEL 1, 99 KING STREET MELBOURNE, VICTORIA C3 3000 AUSTRALIA 0 0 1 0 0001611534 Mayne Pharma International Pty Ltd LEVEL 1, 99 KING STREET MELBOURNE, VICTORIA C3 3000 AUSTRALIA 0 0 1 0 0001611535 Mayne Pharma Ventures Pty Ltd LEVEL 1, 99 KING STREET MELBOURNE, VICTORIA C3 3000 AUSTRALIA 0 0 1 0 Common Stock 2016-05-25 4 A 0 27885000 A 149062230 I Footnote Warrant to Purchase Common Stock 0.012 2016-05-25 4 A 0 28364236 A Common Stock 28364236 71948138 I Footnote On May 25, 2016, Mayne Pharma Ventures Pty Ltd ("Mayne Ventures") and HedgePath Pharmaceuticals, Inc. (the "Issuer") entered into agreements under which (i) Mayne Ventures invested $2,788,500 in the Issuer and received 27,885,000 shares of the Issuer's common stock and a warrant to purchase 27,885,000 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Offering Warrant"), which represents Mayne Ventures' participation in the Issuer's $5,500,000 private placement offering of 55,000,000 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Offering"), and (ii) Mayne Ventures invested an additional $47,924 in the Issuer and received a warrant to purchase an additional 479,236 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Finders Warrant"), which represents Mayne Ventures' participation in the Issuer's issuance of warrants to certain FINRA-member broker-dealers engaged in connection with the Offering. Mayne Ventures and the Issuer agreed to combine the Offering Warrant and the Finders Warrant into a single warrant to purchase 28,364,236 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Combined Warrant"). The Combined Warrant may be exercised by Mayne Ventures in whole or in part at any time prior to the 5th anniversary of the issuance date. This report is filed jointly by Mayne Pharma Group Ltd ("Mayne Group"), Mayne Pharma International Pty Ltd ("Mayne International") and Mayne Ventures. Mayne Group holds 100% of the issued and outstanding equity securities of Mayne International, and Mayne International holds 100% of the issued and outstanding equity securities of Mayne Ventures. Consequently, Mayne Group and Mayne International beneficially own the securities that are the subject of this report indirectly, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Mayne Ventures is deemed a director by deputization by virtue of its representation on the Board of Directors of the Issuer. Includes (i) a warrant to purchase 10,250,569 shares of the Issuer's common stock issued on June 24, 2014 (and reported on a Form 4 filed on June 26, 2014 by Mayne Ventures), (ii) a warrant to purchase 33,333,333 shares of the Issuer's common stock issued on May 15, 2015 (and reported on a Form 4 filed on May 19, 2015 by Mayne Ventures), and (iii) the Combined Warrant, which was acquired in connection with the transactions covered by this report. Mark Cansdale, Secretary 2016-05-27