Citius Pharmaceuticals, Inc. — Director's Dealing 2016

Apr 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Citius Pharmaceuticals, Inc. (CTXR)
CIK: 0001506251
Period of Report: 2016-03-30-06:00

Reporting Person: Mazur Leonard L (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-30-06:00	Common Stock	P	5000000	$0.60	Acquired	5457143	Direct
2016-03-30-06:00	Common Stock	J	15116746	—	Acquired	20116746	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-30-06:00	Warrant to Purchase Common Stock	$0.41	J	0	Acquired		Common Stock (0)	Direct
2016-03-30-06:00	Warrant to Purchase Common Stock	$0.66	J	0	Acquired		Common Stock (0)	Direct
2016-03-30-06:00	Warrant to Purchase Common Stock	$0.50	J	0	Acquired		Common Stock (0)	Direct
2016-03-30-06:00	Warrant to Purcahse Common Stock	$0.66	J	0	Acquired		Common Stock (0)	Direct
2016-03-30-06:00	Warrant to Purchase Common Stock	$0.50	J	0	Acquired		Common Stock (0)	Direct
2016-03-30-06:00	Warrant to Purchase Common Stock	$0.50	J	0	Acquired		Common Stock (0)	Direct
2016-03-30-06:00	Warrant to Purchase Common Stock	$0.50	J	0	Acquired		Common Stock (0)	Direct
2016-03-30-06:00	Warrant to Purchase Common Stock	$0.50	J	0	Acquired		Common Stock (0)	Direct
2016-03-30-06:00	Warrant to Purchase Common Stock	$0.41	J	0	Acquired		Common Stock (0)	Direct

Footnotes

F1: Represents shares of the Issuer issued pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") dated as of March 30, 2016 by and among the Issuer, Citius LMB Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer and Leonard-Meron Biosciences, Inc., a Delaware corporation ("LMB"). Pursuant to the terms of the Merger Agreement, each share of common stock of LMB and each convertible note of LMB was converted into shares of the Issuer's common stock.

F2: On June 12, 2014, the Reporting Person was granted a five-year warrant to purchase 162,500 shares of LMB common stock at an exercise price of $0.75 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 294,217 shares of the Issuer's common stock at a per share exercise price of $0.41. The warrant is fully vested and exercisable immediately.

F3: Includes an option to purchase 3,300,000 shares of the Issuer's common stock at an exercise price of $0.45 per share granted to the Reporting Person on September 12, 2014 pursuant to the Issuer's 2014 Stock Incentive Plan. The option was previously reported on a Form 3 filed with the Commission on behalf of the Reporting Person on October 28, 2015 and amended on April 12, 2016.

F4: On January 8, 2015, the Reporting Person was granted a five-year warrant to purchase 41,292 shares of LMB common stock at an exercise price of $1.20 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 74,761 shares of the Issuer's common stock at a per share exercise price of $0.66. The warrant is fully vested and exercisable immediately.

F5: On August 18, 2015, the Reporting Person was granted a five-year warrant to purchase 291,717 shares of LMB common stock at an exercise price $0.90 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 528,171 shares of the Issuer's common stock at a per share exercise price of $0.50. The warrant is fully vested and exercisable immediately.

F6: On September 30, 2015, the Reporting Person was granted a five-year warrant to purchase 26,267 shares of LMB common stock at an exercise price of $1.20 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 47,558 shares of the Issuer's common stock at a per share exercise price of $0.66. The warrant is fully vested and exercisable immediately.

F7: On November 2, 2015, the Reporting Person was granted a five-year warrant to purchase 172,184 shares of LMB common stock at an exercise price of $0.90 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 311,750 shares of the Issuer's common stock at a per share exercise price of $0.50. The warrant is fully vested and exercisable immediately.

F8: On November 20, 2015, the Reporting Person was granted a five-year warrant to purchase 171,197 shares of LMB common stock at an exercise price of $0.90 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 309,963 shares of the Issuer's common stock at a per share exercise price of $0.50. The warrant is fully vested and exercisable immediately.

F9: On January 8, 2016, the Reporting Person was granted a five-year warrant to purchase 113,324 shares of LMB common stock at an exercise price of $0.90. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 205,180 shares of the Issuer's common stock at a per share exercise price of $0.50. The warrant is fully vested and exercisable immediately.

F10: On March 14, 2016, the Reporting Person was granted a five-year warrant to purchase 34,877 shares of LMB common stock at an exercise price of $0.90 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 63,148 shares of the Issuer's common stock at a per share exercise of $0.50. The warrant is fully vested and exercisable immediately.

F11: On March 15, 2016, the Reporting Person was granted a five-year warrant to purchase 150,000 shares of LMB common stock at an exercise price $0.75 per share. Pursuant to the Merger Agreement, the warrant was converted into a warrant to purchase 271,585 shares of the Issuer's common stock at a per share price of $0.41. The warrant is fully vested and exercisable immediately.