Sec Form 4 Filing - WOLF GEOFFREY @ OPIANT PHARMACEUTICALS, INC. - 2017-12-01

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 WOLF GEOFFREY 2. Issuer Name and Ticker or Trading Symbol OPIANT PHARMACEUTICALS, INC. [ OPNT] 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) 520 WHITE PLAINS ROAD, SUITE 500, 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2017 (Street) TARRYTOWN, NY10591 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, $.001 par value per share ( 1 ) 12/01/2017 C 30,000 A $ 15 30,000 D Common Stock, $.001 par value per share 12/07/2017 C 17,718 A $ 15 47,718 D Common Stock, $.001 par value per share 12/07/2017 C 62,656 A $ 5 110,374 D Common Stock, $.001 par value per share 12/08/2017 S 2,570 D $ 30.4 107,804 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 Indir ect (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 Warrants $ 15 12/01/2017 C 30,000 09/01/2017( 2 ) 12/31/2017 Common Stock 30,000 $ 0 315,000 D Options $ 15 12/07/2017 C 35,000 09/01/2017( 2 ) 12/31/2017 Common Stock 17,718 $ 0 0 D Options $ 5 12/07/2017 C 75,000 ( 3 ) 06/14/2024 Common Stock 62,656 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WOLF GEOFFREY 520 WHITE PLAINS ROAD, SUITE 500, TARRYTOWN, NY10591 X Signatures /s/ Geoffrey Wolf 12/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is a late filing reporting the changes in beneficial ownership of the Reporting Person as of December 11, 2017. This Form 4 was required to be filed within two business days of 12/01/2017, the date the Reporting Person acquired shares. ( 2 )These Warrants and Options could only be exercised between the following dates: (i) the earliest date on which the price per Share has traded at or above US$ 30.00 for at least three (3) trading days out of any ten (10) consecutive trading days; and (ii) the Expiration Date (December 31, 2017). These Warrants and Options became exercisable on September 1, 2017. ( 3 )These options could only be exercised between the following dates: (i) the first to occur of: (A) the commencement of the next trial with respect to the opioid overdose reversal treatment; (B) the entrance into a distribution, licensing, royalty, partnership, collaboration or other significant transaction with respect to the opioid overdose reversal treatment; or (C) the filing of a New Drug Application with the U.S. Food and Drug Administration with respect to the opioid overdose reversal treatment; and (ii) the Expiration Date (June 14, 2024).

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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