Sec Form 4 Filing - Mayne Pharma Group Ltd @ HedgePath Pharmaceuticals, Inc. - 2016-05-25

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 Group 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) LEVEL 1, 99 KING STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2016 (Street) MELBOURNE, VICTORIA, C33000 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 Common Stock 05/25/2016 A( 1 )( 2 ) 27,885,000 A 149,062,230 I Footnote ( 3 )

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 Warrant to Purchase Common Stock ( 1 ) ( 2 ) $ 0.012 05/25/2016 A( 1 )( 2 ) 28,364,236 ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 28,364,236 ( 1 ) ( 2 ) ( 1 ) ( 2 ) 71,948,138 ( 4 ) I Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mayne Pharma Group Ltd LEVEL 1, 99 KING STREET MELBOURNE, VICTORIA, C33000 X Mayne Pharma International Pty Ltd LEVEL 1, 99 KING STREET MELBOURNE, VICTORIA, C33000 X Mayne Pharma Ventures Pty Ltd LEVEL 1, 99 KING STREET MELBOURNE, VICTORIA, C33000 X Signatures Mark Cansdale, Secretary 05/27/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 25, 2016, Mayne Pharma Ventures Pty Ltd ("Mayne Ventures") and HedgePath Pharmaceuticals, Inc. (the "Issuer") entered into agreements under which (i) Mayne Ventures invested $2,788,500 in the Issuer and received 27,885,000 shares of the Issuer's common stock and a warrant to purchase 27,885,000 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Offering Warrant"), which represents Mayne Ventures' participation in the Issuer's $5,500,000 private placement offering of 55,000,000 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Offering"), and ( 2 )(ii) Mayne Ventures invested an additional $47,924 in the Issuer and received a warrant to purchase an additional 479,236 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Finders Warrant"), which represents Mayne Ventures' participation in the Issuer's issuance of warrants to certain FINRA-member broker-dealers engaged in connection with the Offering. Mayne Ventures and the Issuer agreed to combine the Offering Warrant and the Finders Warrant into a single warrant to purchase 28,364,236 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Combined Warrant"). The Combined Warrant may be exercised by Mayne Ventures in whole or in part at any time prior to the 5th anniversary of the issuance date. ( 3 )This report is filed jointly by Mayne Pharma Group Ltd ("Mayne Group"), Mayne Pharma International Pty Ltd ("Mayne International") and Mayne Ventures. 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 beneficially own the securities that are the subject of 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. ( 4 )Includes (i) a warrant to purchase 10,250,569 shares of the Issuer's common stock issued on June 24, 2014 (and reported on a Form 4 filed on June 26, 2014 by Mayne Ventures), (ii) a warrant to purchase 33,333,333 shares of the Issuer's common stock issued on May 15, 2015 (and reported on a Form 4 filed on May 19, 2015 by Mayne Ventures), and (iii) the Combined Warrant, which was acquired in connection with the transactions covered by this report.

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

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