Sec Form 4 Filing - Tousley David L. @ PediatRx Inc. - 2011-03-04

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 Tousley David L. 2. Issuer Name and Ticker or Trading Symbol PediatRx Inc. [ PEDX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Treasurer Secretary CFO (Last) (First) (Middle) 14610 PAWNEE LANE 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2011 (Street) LEAWOOD, KS66224 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 400,000 ( 2 ) ( 1 ) 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 stock options $ 1.14 03/04/2011 A 690,000 06/04/2011( 3 ) 03/04/2016 common stock 690,000 $ 0 690,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tousley David L. 14610 PAWNEE LANE LEAWOOD, KS66224 X Treasurer Secretary CFO Signatures /s/ David L. Tousley 03/04/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )266,666 shares of common stock are subject to the terms of a lockup agreement dated February 9, 2011, to be released December 31, 2015. ( 2 )400,000 of the shares were to be held in escrow pursuant to a management stock agreement dated July 1, 2010. This agreement was cancelled pursuant to a cancellation agreement dated effective July 1, 2010. ( 3 )Options will vest on a quarterly basis over three years in the amount of 57,500 shares per quarter for eleven quarters beginning with the first vesting of 57,500 shares on June 4, 2011 and the final 57,500 shares vesting on March 4, 2014.

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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