Sec Form 4 Filing - Webb Carol @ Citius Pharmaceuticals, Inc. - 2016-06-23

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 Webb Carol 2. Issuer Name and Ticker or Trading Symbol Citius Pharmaceuticals, Inc. [ CTXR] 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) 11 COMMERCE DRIVE, FIRST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2016 (Street) CRANFORD, NJ07016 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 Options to Purchase Common Stock $ 0.001 ( 1 ) ( 1 ) ( 1 ) Common Stock ( 1 ) 181,056 ( 1 ) D Options to Purchase Common Stock $ 0.8 06/23/2016 A 200,000 ( 2 ) 06/23/2026 Common Stock 200,000 $ 0.8 200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Webb Carol 11 COMMERCE DRIVE FIRST FLOOR CRANFORD, NJ07016 X Signatures /s/ Erica B. Jackson, by power of attorney 06/27/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 17, 2014 the Reporting Person was granted a ten-year option to purchase 100,000 shares of LMB common stock at an exercise price of $0.001 per share. The option vests in 1/3 increments over a three year period commencing on the first anniversary of the date of the grant, or March 17, 2015. On March 30, 2015 the Issuer entered into that certain Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, Citius LMB Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer and Leonard-Meron Biosciences, Inc., a Delaware corporation ("LMB"). Pursuant to the Merger Agreement, the option was converted into an option to purchase 181,056 shares of the Issuer's common stock at a per share exercise price of $0.001. The option vests in 1/3 increments over a three year period with the first installment vesting on March 17, 2015. ( 2 )The options vest in full on the first anniversary of the date of grant.

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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