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 NJ 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)
12/19/2017
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)
Code V Amount (A) or (D) Price
Common Stock 12/19/2017 P 213,106 A $4.69 3,550,836 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock(1) $3.45 (1) 09/13/2027 Common Stock 40,000 40,000 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
Warrant to Purchase Common Stock(4) $4.125 02/08/2018 08/08/2022 Common Stock 11,000 11,000 D
Options to Purchase Common Stock(5) $6.75 (5) 09/12/2024 Common Stock 220,000 220,000 D
Warrant to Purchase Common Stock(2) $4.63 (2) 06/19/2023 Common Stock 106,553 106,553 D
Explanation of Responses:
1. One-third of the shares of the Company's common stock underlying the grant vest on the first anniversary of the vesting commencement date, September 13, 2018. The remaining shares of the Company's common stock underlying the grant vest in equal monthly installments at the end of each month for two years following the initial vest, provided the Reporting Person continues to serve as a member of the Company's Board of Directors as of each such vesting date.
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. 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.
5. The option vested 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.
/s/ Alexander M. Donaldson, by power of attorney 01/08/2018
** 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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