Sec Form 4 Filing - Shkreli Martin @ Retrophin, Inc. - 2014-10-01

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 Shkreli Martin 2. Issuer Name and Ticker or Trading Symbol Retrophin, Inc. [ RTRX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O RETROPHIN, INC., 777 THIRD AVENUE, 22ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2014 (Street) NEW YORK, NY10017 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 10/01/2014 P 25,000 A $ 8.1066 2,962,168 D Common Stock 10/01/2014 S( 1 ) 300,000 D $ 0.01 2,662,168 D Common Stock 10/02/2014 J( 2 ) 332,980 A 2,995,148 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shkreli Martin C/O RETROPHIN, INC. 777 THIRD AVENUE, 22ND FLOOR NEW YORK, NY10017 X X Chief Executive Officer Signatures /s/ Martin Shkreli 10/09/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person previously agreed to sell 300,000 shares of common stock to an unaffiliated person for a purchase price of $0.01 per share following the occurrence of certain events. ( 2 )In November 2012, the reporting person pledged a gift of 66,596 shares of common stock of Retrophin, Inc. (which entity was subsequently acquired by the Issuer) to an unaffiliated third party who was the potential recipient. Such shares were subsequently exchanged for 332,980 shares of common stock of the Issuer in connection with the acquisition of Retrophin, Inc. by the Issuer in December 2012. On October 2, 2014, the reporting person and the potential recipient determined to rescind the gift because the potential recipient declined to accept such pledged shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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