Sec Form 4 Filing - Mayne Pharma Ventures Pty Ltd @ HedgePath Pharmaceuticals, Inc. - 2018-01-10

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 Mayne Pharma Ventures Pty Ltd 2. Issuer Name and Ticker or Trading Symbol HedgePath Pharmaceuticals, Inc. [ HPPI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1538 MAIN NORTH ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/10/2018 (Street) SALISBURY SOUTH, SA, C35106 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Series B Convertible Preferred Stock ( 1 ) 01/10/2018 P( 1 ) 3,478,261 ( 1 ) 01/10/2018 ( 1 ) Common Stock 10,434,783 ( 1 ) ( 1 ) 3,478,261 D ( 4 ) Series A Warrants to Purchase Common Stock $ 0.23 ( 2 ) 01/10/2018 P( 1 ) 2,608,696 ( 1 ) 01/10/2018( 2 ) 01/10/2020 Common Stock 2,608,696 ( 1 ) ( 1 ) 2,608,696 D ( 4 ) Series B Warrants to Purchase Common Stock $ 0.275 ( 3 ) 01/10/2018 P( 1 ) 2,608,696 ( 1 ) 01/10/2018( 3 ) 01/10/2023 Common Stock 2,608,696 ( 1 ) ( 1 ) 2,608,696 D ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mayne Pharma Ventures Pty Ltd 1538 MAIN NORTH ROAD SALISBURY SOUTH, SA, C35106 X Mayne Pharma International Pty Ltd 1538 MAIN NORTH ROAD SALISBURY SOUTH, SA, C35106 X Mayne Pharma Group Ltd 1538 MAIN NORTH ROAD SALISBURY SOUTH, SA, C35106 X Signatures Mayne Pharma Ventures Pty Ltd, By: /s/ Nick Freeman, Company Secretary 01/11/2018 Signature of Reporting Person Date Mayne Pharma International Pty Ltd, By: /s/ Nick Freeman, Company Secretary 01/11/2018 Signature of Reporting Person Date Mayne Pharma Group Limited, By: /s/ Nick Freeman, Company Secretary 01/11/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 10, 2018, Mayne Pharma Ventures Pty Ltd ("Mayne Ventures") acquired 3,478,261 shares of Series B Convertible Preferred Stock, Series A warrants to purchase 2,608,696 shares of Common Stock in the aggregate and Series B warrants to purchase 2,608,696 shares of Common Stock directly from the Issuer in a private placement for an aggregate purchase price of US$2,400,000 pursuant to the terms of a securities purchase agreement, dated January 8, 2018, between Mayne Ventures and the Issuer. Each share of Series B Convertible Preferred Stock (i) may be converted by Mayne Ventures at any time into three shares of Common Stock and (ii) is entitled to the number of votes equal to the number of shares of Common Stock into which each such share of Series B Convertible Preferred Stock is convertible. The Series B Convertible Preferred Stock does not have an expiration date. ( 2 )The Series A warrants have an initial exercise price of US$0.23 and may be exercised by Mayne Ventures at any time prior to their expiration on January 10, 2020. ( 3 )The Series B warrants have an initial exercise price of US$0.275 and may be exercised by Mayne Ventures at any time prior to their expiration on January 10, 2023. ( 4 )These securities are directly owned by Mayne Ventures. This report is filed jointly by Mayne Ventures, Mayne Pharma International Pty Ltd ("Mayne International") and Mayne Pharma Group Limited ("Mayne Group"). Mayne Group holds 100% of the issued and outstanding equity securities of Mayne International, and Mayne International holds 100% of the issued and outstanding equity securities of Mayne Ventures. Consequently, Mayne Group and Mayne International may be deemed to beneficially own the securities that are the subject to this report indirectly, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Mayne Ventures is deemed a director by deputization by virtue of its representation on the Board of Directors of the Issuer.

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