Sec Form 4 Filing - WARSHAW KIRK M @ PROTALEX INC - 2018-02-08

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 WARSHAW KIRK M 2. Issuer Name and Ticker or Trading Symbol PROTALEX INC [ PRTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O PROTALEX, INC., 131 COLUMBIA TURNPIKE, SUITE 1 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2018 (Street) FLORHAM PARK, NJ07932 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

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 $ 0.54 02/08/2018 A 300,000 02/08/2018( 1 ) 02/08/2023 Common Stock 300,000 $ 0 300,000 D Option $ 5.41 ( 2 ) 07/01/2020 Common Stock 250,000 250,000 D Option $ 1.05 ( 2 ) 05/21/2023 Common Stock 350,000 350,000 D Option $ 1.01 ( 2 ) 11/01/2021 Common Stock 250,000 250,000 D Option $ 0.25 ( 3 ) ( 2 ) 12/29/2019 Common Stock 750,543 ( 3 ) 750,543 ( 3 ) D Option $ 6 ( 2 ) 11/04/2024 Common Stock 100,000 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WARSHAW KIRK M C/O PROTALEX, INC. 131 COLUMBIA TURNPIKE, SUITE 1 FLORHAM PARK, NJ07932 Chief Financial Officer Signatures /s/ KIRK M. WARSHAW 02/12/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Granted on February 8, 2018 (the "Grant Date"), this option is exercisable to acquire 50% of the underlying shares on the Grant Date and 100% of the shares on or after the one-year anniversary of the Grant Date. ( 2 )Immediately. ( 3 )Adjusted to reflect a 1 for 5 reverse split of the issuer's outstanding common stock on December 8, 2010.

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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