Sec Form 4 Filing - Ence Chuck @ RELMADA THERAPEUTICS, INC. - 2021-12-17

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ence Chuck 2. Issuer Name and Ticker or Trading Symbol RELMADA THERAPEUTICS, INC. [ RLMD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CA and Compliance Officer (Last) (First) (Middle) C/O RELMADA THERAPEUTICS, INC., 2222 PONCE DE LEON BLVD, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2021 (Street) CORAL GABLES,, FL33134 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 Stock Option (right to buy) $ 19.03 05/25/2022( 1 ) A 295,404 03/17/2022( 2 ) 12/17/2031 Common Stock 295,404 $ 0 522,236 D Stock Option (right to buy) $ 19.03 05/25/2022( 1 ) A 200,000 ( 3 ) 12/17/2031 Common Stock 200,000 $ 0 200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ence Chuck C/O RELMADA THERAPEUTICS, INC. 2222 PONCE DE LEON BLVD, 3RD FLOOR CORAL GABLES,, FL33134 CA and Compliance Officer Signatures /s/ Chuck Ence 05/26/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option grant was approved by the Board of Directors of the Company on December 17, 2021, subject to shareholder approval of an amendment to the Company's 2021 Equity Incentive Plan (the "Plan") increasing the number of shares of Common Stock available for the grant of awards under the Plan in an amount sufficient to cover this option grant. Shareholder approval was received for such amendment on May 25, 2022, at the 2022 Annual Meeting of the Company's shareholders. ( 2 )The option vests in 16 equal quarterly installments, at 6.25% per quarter, commencing on March 17, 2022. ( 3 )50% of the option shall vest when the Board of Directors or Compensation Committee has determined that 301, 302 and 303 Trials of dextromethadone (REL-1017) in major depressive disorder ("MDD") complete enrollment, as defined in the respective Trial's protocol, with 364 patients per Trial with the last patient in for each trial to be enrolled by December 31, 2022. The remaining 50% of the option shall vest when the Board of Directors or Compensation Committee has determined that 301, 302 and 303 Trials of REL-1017 in MDD report top-line data by December 31, 2023, and meet or exceed their primary and key secondary endpoints as defined in in the respective Trial's protocol.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.