Sec Form 4 Filing - Schinazi Raymond F @ Cocrystal Pharma, Inc. - 2018-05-10

Insider filing report for Changes in Beneficial Ownership
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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
Schinazi Raymond F
2. Issuer Name and Ticker or Trading Symbol
Cocrystal Pharma, Inc. [ COCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1860 MONTREAL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/10/2018
(Street)
TUCKER, GA30084
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 ( 1 ) 05/10/2018 M( 2 ) 263,158 A $ 1.9 985,384 I By LP
Common Stock ( 1 ) 05/10/2018 A( 3 ) 10,209 A $ 1.9 995,593 I By LP
Common Stock ( 1 ) 9,240,928 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
8% Convertible Note ( 1 ) ( 4 ) $ 8.1 05/10/2018 D 61,728 11/24/2017 11/24/2019 Common Stock 61,728 $ 500,000 61,728 I By LP
8% Convertible Note ( 1 ) ( 4 ) $ 1.9 05/10/2018 A 263,158 05/10/2018 11/24/2019 Common Stock 263,158 $ 500,000 263,158 I By LP
8% Convertible Note ( 1 ) $ 1.9 05/10/2018 M 263,158 05/10/2018 11/24/2019 Common Stock 263,158 $ 500,000 263,158 I By LP
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schinazi Raymond F
1860 MONTREAL ROAD
TUCKER, GA30084
X X
Signatures
/s/ Raymond F. Schinazi 05/14/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The amount of securities beneficially owned and the conversion prices have been adjusted for the one-for-30 reverse stock split effective January 24, 2018.
( 2 )The reporting person was issued common stock in connection with the conversion of a convertible note, as amended, at $1.90 per share. See Table II for a description of the convertible note.
( 3 )The reporting person was issued common stock in lieu of accrued interest owed in connection with the convertible note described in Table II.
( 4 )In accordance with Rule 16b-3, in advance of the effectuation of the transactions reported, the issuer's board of directors approved an amendment to the convertible note held by the reporting person who is a director and 10% beneficial owner of the issuer. The amendment of the outstanding convertible note is reported as a cancellation of the "old" note and the grant of a replacement note.

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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