Sec Form 4 Filing - CASAMENTO CHARLES J @ RELMADA THERAPEUTICS, INC. - 2019-12-24

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 CASAMENTO CHARLES J 2. Issuer Name and Ticker or Trading Symbol RELMADA THERAPEUTICS, INC. [ RLMD] 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) C/O RELMADA THERAPEUTICS, INC., 880 THIRD AVENUE, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/24/2019 (Street) NEW YORK, NY10022 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 12/24/2019 M 46,484 A $ 3.24 46,484 D Common Stock 12/24/2019 M 21,094 A $ 4.6 67,578 D Common Stock 12/24/2019 F 3,706 ( 1 ) D $ 40.64 63,872 D Common Stock 12/24/2019 F 2,388 ( 2 ) D $ 40.64 61,484 ( 3 ) 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 Der ivative 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 $ 3.24 12/24/2019 M 46,484 10/20/2017( 4 ) 12/26/2019 Common Stock 3,706 $ 0 59,766 D Options to purchase common stock $ 4.6 12/24/2019 M 21,094 12/20/2018( 5 ) 12/26/2019 Common Stock 2,388 $ 0 91,406 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CASAMENTO CHARLES J C/O RELMADA THERAPEUTICS, INC. 880 THIRD AVENUE, 12TH FLOOR NEW YORK, NY10022 X Signatures /s/ Charles J. Casamento 12/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects 3,706 shares withheld at the market price of $40.64 per share to fund the cashless exercise of 46,484 options owned by Mr. Casamento, which cashless exercise was approved by the Board of Directors. ( 2 )Reflects 2,388 shares withheld at the market price of $40.64 per share to fund the cashless exercise of 21,094 options owned by Mr. Casamento, which cashless exercise was approved by the Board of Directors. ( 3 )The shares of common stock held by Mr. Casamento remain subject to the terms of the Lock-Up Agreement, dated November 21, 2019, between Mr. Casamento and Jefferies LLC, as representative of the several underwriters listed on Schedule A to the Underwriting Agreement, dated December 3, 2019, by and among Jefferies LLC, SVB Leerink LLC and Relmada Therapeutics, Inc. ( 4 )The options vest from the date of grant in equal quarterly increments of 6.25% over a four year period. ( 5 )The options vest from the date of grant in equal quarterly increments of 6.25% over a four year period.

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