Sec Form 4 Filing - Taraporewala Irach B. @ Ohr Pharmaceutical Inc - 2015-03-10

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Taraporewala Irach B. 2. Issuer Name and Ticker or Trading Symbol Ohr Pharmaceutical Inc [ OHRP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O OHR PHARMACEUTICAL, INC., 800 THIRD AVE., 11TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2015 (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 $0.0001 per share 22,800 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 Option $ 1.5 04/12/2010( 1 ) 04/12/2015 Common Stock 266,667 266,667 D Option $ 1.71 03/09/2014( 2 ) 03/09/2017 Common Stock 233,333 233,333 D Option $ 10.11 02/03/2014( 3 ) 02/03/2017 Common Stock 250,000 250,000 D Option $ 10.14 03/10/2015 A 75,000 03/10/2015( 4 ) 03/10/2020 Common Stock 75,000 $ 0 ( 5 ) 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Taraporewala Irach B. C/O OHR PHARMACEUTICAL, INC. 800 THIRD AVE., 11TH FLOOR NEW YORK, NY10022 X Chief Executive Officer Signatures /s/ Irach Taraporewala 03/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All exercisable. ( 2 )All exercisable. ( 3 )125,000 options are currently unexercisable; half will become exercisable February 3, 2016 and half will become exercisable February 3, 2017. ( 4 )56,250 options are currently unexercisable; 1/3rd will become exercisable on each of March 10, 2016, March 10, 2017 and March 10, 2018. ( 5 )Options granted pursuant to registrant's 2014 Stock Incentive Plan.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.