0001382963-15-000105.txt : 20150831 0001382963-15-000105.hdr.sgml : 20150831 20150831194500 ACCESSION NUMBER: 0001382963-15-000105 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150828 FILED AS OF DATE: 20150831 DATE AS OF CHANGE: 20150831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RITTER PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001460702 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 263474527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK EAST, SUITE 1820 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 310-203-1000 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST, SUITE 1820 CITY: LOS ANGELES STATE: CA ZIP: 90067 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Step Michael D CENTRAL INDEX KEY: 0001316386 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37428 FILM NUMBER: 151086131 MAIL ADDRESS: STREET 1: 10590 WEST OCEAN AIR DRIVE, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-08-28 0001460702 RITTER PHARMACEUTICALS INC RTTR 0001316386 Step Michael D RITTER PHARMACEUTICALS, INC. 1801 CENTURY PARK EAST, #1820 LOS ANGELES, CA 90067 1 1 0 0 CEO Stock Option 5.86 Common Stock 163799 163799 D This Form 4 is being filed to report the number of shares determined to be subject to the above-described option, which option was previously disclosed on the reporting person's Form 3 (to which footnotes 4 and 5 thereon relate) filed June 24, 2015. This option was granted to the reporting person on December 2, 2014. The total number of shares issuable under this option was to be equal to the number of shares of common stock as would, together with the 646,537 shares subject to a separate option granted to the reporting person on December 2, 2014, represent in the aggregate 7.5% of the shares of common stock deemed to be outstanding on a fully-diluted basis as of the date that the Issuer raised in the aggregate a minimum of $15,000,000 in one or more private and/or public offerings, or a Qualified Financing, after giving effect to (i) the issuance of the shares issued in the Qualified Financing, (ii) the issuance of this option and (iii) any adjustments. The Issuer consummated its initial public offering on June 29, 2015, which offering constituted a Qualified Financing. On August 28, 2015, the Issuer's Compensation Committee determined and approved the exact number of shares that are subject to this option as a result of the consummation of the Qualified Financing. This option became immediately exercisable in full on June 29, 2015, with 75% of the shares underlying this option subject to a repurchase right by the Issuer upon the reporting person's ceasing to be a service provider to the Issuer for any reason. Such right of repurchase lapses with respect to 1/36th of the shares subject to the right of repurchase on the first day of each month following June 29, 2015, subject to the reporting person's continuing to be a service provider to the Issuer through such date. Notwithstanding the foregoing, the right of repurchase will expire in full with respect to all of the shares then subject to the right of repurchase upon the first to occur of a (i) Termination without Cause or by the reporting person with Good Reason and (ii) a Change in Control Termination (each as defined in the reporting person's Executive Severance and Change in Control Agreement). /s/Michael D. Step 2015-08-28