Sec Form 4 Filing - Morlock Stephen @ BioPharmX Corp - 2017-11-24

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 Morlock Stephen 2. Issuer Name and Ticker or Trading Symbol BioPharmX Corp [ bpmx] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1505 ADAMS DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/24/2017 (Street) MENLO PARK, CA94025 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 11/24/2017 P 330,000 A $ 0.15 ( 1 ) 873,956 D Common stock 251,071 I By Stephen W. Morlock and Karen R. Morlock TTE UDT dated 04/21/03 ( 2 )

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 Warrant to purchase common stock $ 0.2 11/24 /2017 P 330,000 ( 3 ) ( 3 ) Common stock 330,000 ( 1 ) 330,000 D Warrant to purchase common stock $ 0.25 11/24/2017 P 330,000 ( 4 ) ( 4 ) Common stock 330,000 ( 1 ) 330,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morlock Stephen 1505 ADAMS DRIVE MENLO PARK, CA94025 X Signatures /s/ J. Goto, attorney-in-fact 11/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities are purchased as a unit, priced at $0.15 per unit, which consists of one share of common stock, one Series A warrant to purchase one share of common stock and one Series B warrant to purchase one share of common stock. ( 2 )Mr. Morlock is a co-trustee and co-beneficiary of the Stephen W. Morlock and Karen R. Morlock TTE UDT dated 04/21/03 ( 3 )This Series A warrant is immediately exercisable and expires on 11/24/2022. ( 4 )This Series B warrant is immediately exercisable and expires on the earlier of (1) the 21st trading day after the Company issues a press release announcing it has entered into a strategic licensing, collaboration, partnership or similar agreement for the commitment to fund its phase 3 trials for BPX01 and (2) the 18 month anniversary of issuance.

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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