HARROW, INC. — Director's Dealing 2012

Jul 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Imprimis Pharmaceuticals, Inc. (IMMY)
CIK: 0001360214
Period of Report: 2012-06-29

Reporting Person: BAUM MARK L (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-29	Common Stock	C	7498500	—	Acquired	15738545	Indirect
2012-07-12	Common Stock	J	846927	—	Acquired	846927	Direct
2012-07-18	Common Stock	A	800000	—	Acquired	1646927	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-12	Series A Convertible Preferred Stock	$0.0013	C	10	Disposed		Common Stock (7498500)	Indirect

Footnotes

F1: DermaStar International, LLC ("DermaStar") was the direct beneficial owner of such shares of the Issuer's capital stock, prior to its distribution of such shares to its members on July 12, 2012 pursuant to the terms of its operating agreement. The reporting person is a managing member of DermaStar and holds an ownership interest in DermaStar, and as a managing member of DermaStar may be deemed to have voting and dispositive power over the shares of the Issuer's capital stock owned by DermaStar. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

F2: Shares of Common Stock issued upon conversion of ten (10) shares of Series A Convertible Preferred Stock of the Issuer held by DermaStar at the election of DermaStar and in consideration of the Issuer's payment of an aggregate amount of $200,000 to DermaStar to induce such conversion, pursuant to the terms of a conversion agreement between DermaStar and the Issuer dated June 29, 2012.

F3: Shares of Common Stock distributed by DermaStar to its members, including the reporting person, pursuant to the terms of DermaStar's operating agreement, and to certain additional individuals, on July 12, 2012.

F4: Represents a restricted stock unit that settles in common stock of the Company, which is subject to certain performance-based vesting criteria such that 200,000 shares will vest upon the satisfaction of each of the following events: (i) successful completion of a financing that results in aggregate cash proceeds to the Company of at least $5,000,000 at any time following the effective date of the grant; (ii) the Company meets the primary endpoints of its Phase III clinical studies for Impracor; (iii) the Company submits a New Drug Application for Impracor to the U.S. Food and Drug Administration; and (iv) the Company enters into a definitive license, collaboration or similar agreement for Impracor that would reasonably be expected to generate cash flow for the Company.

F5: Each share of Series A Convertible Preferred Stock of the Issuer is convertible into 749,850 shares of the Common Stock of the Issuer at any time at the option of DermaStar, the holder of such shares, pursuant to the terms and subject to adjustment as set forth in the Certificate of Designation of Series A Convertible Preferred Stock of the Issuer.