Sec Form 4 Filing - Koconis John @ Timber Pharmaceuticals, Inc. - 2020-05-18

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 Koconis John 2. Issuer Name and Ticker or Trading Symbol Timber Pharmaceuticals, Inc. [ TMBR] 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 TIMBER PHARMACEUTICALS, INC., 50 TICE BOULEVARD, SUITE A26 3. Date of Earliest Transaction (MM/DD/YY) 05/18/2020 (Street) WOODCLIFF LAKE, NJ07677 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

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 Value Appreciation Rights $ 0.01 05/18/2020 A( 1 ) 209,646 ( 2 ) 07/01/2029 Common Stock, par value $0.001 per share ( 2 ) $ 0 ( 1 ) 209,646 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Koconis John C/O TIMBER PHARMACEUTICALS, INC. 50 TICE BOULEVARD, SUITE A26 WOODCLIFF LAKE, NJ07677 X Chief Executive Officer Signatures /s/ Joseph Lucchese, Power of Attorney 05/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Agreement and Plan of Merger, dated as of January 28, 2020, as amended, by and among Timber Pharmaceuticals, Inc. (f/k/a BioPharmX Corporation) (the "Issuer"), Timber Pharmaceuticals LLC ("Timber Sub") and BITI Merger Sub Inc., the Issuer assumed the outstanding and unexercised value appreciation rights ("VARs") of Timber Sub. As a result of the merger, the VARs held by the Reporting Person are denoted and payable in, shares of Common Stock, par value $0.001 per share of the Issuer (the "Common Stock") (instead of Timber Sub common units). Prior to the merger, the Issuer effected a reverse stock split at a ratio of 1 new share for every 12 shares of Common Stock outstanding. All share numbers reflect the reverse stock split. ( 2 )The VARs vest in five equal annual installments commencing on July 1, 2019, so long as the Reporting Person remains employed by the Issuer or its affiliates. Upon valid exercise of vested and exercisable VARs, the Issuer shall pay to the Reporting Person, in a single lump sum cash payment, an amount equal to the product of (a) the excess of (i) fair market value of a share of Common Stock on the date of exercise, over (ii) the exercise price, multiplied by (b) the number of shares of Common Stock with respect to which VARs are being exercised (the "VAR Amount"). Notwithstanding the foregoing the Issuer may elect, in its sole discretion, to pay the VAR Amount in the form of shares of Common Stock that are equivalent in value to the VAR Amount.

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