Cocrystal Pharma, Inc. — Director's Dealing 2014

Dec 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cocrystal Pharma, Inc. (COCP)
CIK: 0001412486
Period of Report: 2014-11-25

Reporting Person: Schinazi Raymond F (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-25	Series A Convertible Preferred Stock	$	A	798747	Acquired		Common Stock ()	Direct
2014-11-25	Stock Options (Right to Buy)	$0.05	A	1706978	Acquired	2018-01-02	Common Stock (1706978)	Direct
2014-11-25	Stock Options (Right to Buy)	$0.15	A	1706978	Acquired	2021-11-04	Common Stock (1706978)	Direct
2014-11-25	Stock Options (Right to Buy)	$0.15	A	1706978	Acquired	2023-07-01	Common Stock (1706978)	Direct

Footnotes

F1: On November 25, 2014, the issuer merged with RFS Pharma, LLC., a privately-held corporation ("RFS"). Holders of RFS's securities received shares of the issuer's Series A Preferred Stock ("Series A") as merger consideration and the issuer assumed options of certain RFS members to purchase RFS securities. The reporting person, a former principal security holder of RFS, acquired these securities in connection with the merger. The closing price of the issuer's common stock on the OTCBB on November 25, 2014 was $0.53. The shares of Series A do not have an expiration date.

F2: Each share of Series A automatically converts into 340.760802 shares of common stock (the "Conversion Ratio") upon the issuer increasing its authorized capital in order to permit the full conversion of all of the issuer's outstanding preferred stock. The Conversion Ratio is subject to adjustment in the event that the issuer issues any stock options to senior executives of the issuer from the Transaction Date through the date the issuer increases its authorized capital. In addition, the Conversion Ratio is subject to successive increases in the event the issuer does not increase its authorized capital by certain dates.

F3: The options are fully vested.

F4: Pursuant to a stockholder rights agreement between the issuer and the reporting person, the number of options granted is subject to adjustment in the event that the issuer issues any stock options to senior executives of the issuer from the Transaction Date through the date the issuer increases its authorized capital.

F5: The options vest in equal annual increments over four years, beginning July 1, 2014, of which 426,745 options are currently vested.