Sec Form 4 Filing - Doyle Noah @ RITTER PHARMACEUTICALS INC - 2017-10-03

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
Doyle Noah
2. Issuer Name and Ticker or Trading Symbol
RITTER PHARMACEUTICALS INC [ RTTR]
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)
RITTER PHARMACEUTICALS, INC., 1801 CENTURY PARK EAST, #1820
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2017
(Street)
LOS ANGELES,, CA90067
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 10/03/2017 P 5,000,000 ( 1 ) A 7,047,804 I by Javelin Venture Partners, L.P. ( 2 )
Common Stock 322,753 I by Javelin Venture Partners I SPV I, LLC ( 3 )
Common Stock 22,727 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
Warrants (right to buy) $ 0.44 10/03/2017 P 5,000,000 ( 1 ) 10/03/2017 10/03/2022 Common Stock 5,000,000 ( 1 ) $ 0 ( 1 ) 5,000,000 I by Javelin Venture Partners, L.P. ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Doyle Noah
RITTER PHARMACEUTICALS, INC.
1801 CENTURY PARK EAST, #1820
LOS ANGELES,, CA90067
X X
Signatures
/s/Andrew J. Ritter, attorney-in-fact 10/27/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Javelin Venture Partners, L.P. ("Javelin") purchased 5,000,000 Class A Units of the Issuer, consisting of 5,000,000 shares of common stock and warrants to purchase 5,000,000 shares of common stock, in the Issuer's October 2017 public offering at the public offering price of $0.40 per Class A Unit. The shares of common stock and warrants that are part of the Class A Units sold to Javelin in the puble offering were immediately separable and were issued separately in the offering.
( 2 )As the managing director of Javelin, the Reporting Person may be deemed the beneficial owner of the securities sold to Javelin in the public offering. The Reporting Person expressly disclaims beneficial ownership over these securities except to the extent of his pecuniary interest therein.
( 3 )As the managing director of Javelin Venture Partners I SPV I LLC. the Reporting Person may be deemed the beneficial owner of these shares. The Reporting Person expressly disclaims beneficial ownership over these shares except to the extent of his pecuniary interest therein.

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).
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