Sec Form 4 Filing - Sinclair Michael @ Lightlake Therapeutics Inc. - 2014-12-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sinclair Michael 2. Issuer Name and Ticker or Trading Symbol Lightlake Therapeutics Inc. [ LLTP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 445 PARK AVENUE, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2014 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, par value $0.001 per share ( 1 ) ( 2 ) 01/10/2012 A 5,000 A 37,720 I Proton Therapy USA Common stock, par value $0.001 per share 10/21/2013 A 20,000 A 57,720 D Common stock, par value $0.001 per share 01/15/2015 S 1,700 A $ 3.5 75,585 D Common stock, par value $0.001 per share 01/16/2015 A 1,700 A $ 3.69 77,285 D Common stock, par value $0.001 per share 01/20/2015 A 1,600 A $ 3.69 78,885 D Common stock, par value $0.001 per share 01/21/2015 A 1,500 A $ 3.94 80,385 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options ( 4 ) $ 8 05/01/2013( 5 ) A 130,000 05/01/2013( 5 ) 04/30/2023( 5 ) Common Stock, par value $0.001 per share 130,000 ( 6 ) 475,000 D Options $ 10 05/01/2013( 7 ) A 105,000 05/01/2013( 7 ) 04/30/2023( 7 ) Common Stock, par value $0.001 per share 105,000 ( 6 ) 580,000 D Options $ 15 08/01/2013 A 50,000 08/01/2013 07/31/2023 Common Stock, par value $0.001 per share 50,000 ( 6 ) 630,000 D Options $ 20 08/01/2013 A 50,000 08/01/2013 07/31/2023 Common Stock, par value $0.001 per share 50,000 ( 6 ) 680,000 D Options $ 6 12/31/2013 A 75,000 12/31/2013 12/30/2023 Common Stock, par value $0.001 per share 75,000 ( 6 ) 755,000 D Options $ 5 06/15/2014 A 150,000 06/15/2014( 8 ) 06/14/2024 Common Stock, par value $0.001 per share 150,000 ( 6 ) 905,000 D Options $ 8 06/15/2014 A 100,000 06/15/2014( 8 ) 06/14/2024 Common Stock, par value $0.001 per share 100,000 ( 6 ) 1,005,000 D Options $ 7.25 10/27/2015 A 250,000 10/27/2015( 9 ) 10/26/2025 Common Stock, par value $0.001 per share 250,000 ( 6 ) 1,255,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sinclair Michael 445 PARK AVENUE, 9TH FLOOR NEW YORK, NY10022 X X Executive Chairman Signatures /s/ Michael Sinclair 11/06/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is a late filing reporting the changes in beneficial ownership of the Reporting Person as of November 6, 2015. This Form 4 was required to be filed within two business days of 12/10/2014, the effective date of the Issuer's Form 8-A registration statement which registered the common stock of the Issuer for the first time under Section 12 of the Exchange Act. The Reporting Person voluntarily filed a Form 3 and a Form 4 on May 31, 2012 and voluntarily filed another Form 4 on January 25, 2013. In December 2014, the Issuer effected a one-for-one hundred reverse stock split of its common stock (the "1:100 Reverse Stock Split"). Unless otherwise noted, all share amounts and exercise prices listed in this Form 3 been retroactively adjusted for the 1:100 Reverse Stock Split as if such stock splits occurred prior to the issuance of such shares, warrants, or options. ( 2 )Footnote 1 continued - As of the January 25, 2013 Form 4, the Reporting Person owned 50,820 shares of the Issuer's common stock: 23,820 shares; 15,000 owned indirectly through the Reporting Person's wife; 12,000 owned indirectly through joint pension funds. Since January 25, 2013, the Reporting Person's wife transferred her 15,000 shares to the Reporting Person for no consideration and there are 1,935 shares that the Reporting Person no longer owns whose disposition is unclear. Thus, for purposes of this Form 4, the Reporting Person owned 48,885 shares prior to the first transaction reported on this Form 4. ( 3 )Unknown. ( 4 )As of the January 25, 2013 Form 4, the Reporting Person owned 345,000 derivative securities: 60,000 shares of common stock issuable upon exercise of stock options and 285,000 shares of common stock issuable upon the exercise of warrants. ( 5 )50,000 vested on 5/1/2013, 50,000 vested on 11/1/2013, and 30,000 vested on 12/31/2013. All expire 10 years after their respective vesting dates. ( 6 )Cashless Options. ( 7 )25,000 vested on 5/1/2013, 25,000 vested on 8/1/2013; 25,000 vested on 11/1/13, and 30,000 vested on 12/31/13. All expire 10 years after their respective vesting dates. ( 8 )These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration, or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date. ( 9 )These options may only be exercised between the following dates: (i) the first to occur of: (A) the commencement of three trials on or subsequent to October 23, 2015; or (B) (1) the approval by the U.S. Food and Drug Administration of the New Drug Application with respect to the opioid overdose reversal treatment; and (2) the commencement of two trials on or subsequent to October 23, 2015; and (ii) the Expiration Date.

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