Qualigen Therapeutics, Inc. — Director's Dealing 2015

Sep 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RITTER PHARMACEUTICALS INC (RTTR)
CIK: 0001460702
Period of Report: 2015-08-28

Reporting Person: Step Michael D (Director, CEO)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$5.86		Common Stock (163799)	163799	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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).