Sec Form 4 Filing - Versavel Mark @ NeuroBo Pharmaceuticals, Inc. - 2019-12-30

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 Versavel Mark 2. Issuer Name and Ticker or Trading Symbol NeuroBo Pharmaceuticals, Inc. [ NRBO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O NEUROBO PHARMACEUTICALS, INC., 177 HUNTINGTON AVENUE, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 12/30/2019 (Street) BOSTON, MA02115 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) $ 0.63 12/30/2019 A 297,206 ( 1 ) 01/28/2029 Common Stock 297,206 ( 2 ) 297,206 D Stock Option (right to buy) $ 0.63 12/30/2019 A 45,724 ( 3 ) 01/31/2029 Common Stock 45,724 ( 4 ) 45,724 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Versavel Mark C/O NEUROBO PHARMACEUTICALS, INC. 177 HUNTINGTON AVENUE, SUITE 1700 BOSTON, MA02115 Chief Medical Officer Signatures /s/ Mark Versavel 01/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )70,000 shares underlying the option shall become vested shares upon certain milestones in relation to the Issuer's the Phase III US NB-01-301 study; 60,000 shares underlying the option shall become vested shares upon certain regulatory milestones related to the Issuer's product candidate,NB-02; an additional 70,000 option shares shall become vested shares upon the occurrence of certain additional milestones related to the Issuer's Phase III US NB-01-301; 15,000 shares underlying the option became vested shares on January 28, 2019; and an additional 7,500 of shares underlying the option became vested share on each of February 1, 2019, May 1, 2019, August 1, 2019, and November 1, 2019, with an additional 7,500 shares underlying the option to vest on each of February 1, 2020 and May 1, 2020. ( 2 )Reflects the Reporting Person's stock option to acquire 260,000 shares of private NeuroBo Pharmaceuticals, Inc. ("NeuroBo") common stock for $0.72 per share that was assumed by the Issuer in the Merger. ( 3 )10,000 shares underlying the option became a vested share on the January 31, 2019, with an additional 5,000 shares vesting on each of February 1, 2019, May 1, 2019, August 1, 2019, November 1, 2019, February 1, 2020 and May 1, 2020. ( 4 )Reflects the Reporting Person's stock option to acquire 40,000 shares of NeuroBo common stock for $0.72 per share that was assumed by the Issuer in the Merger.

Remarks: All share and per share amounts of the Issuer's common stock and stock options reported in this Form 4 reflect the 1-for-10,000 reverse stock split of the Issuer's common stock effected on August 13, 2019 and give effect to the exchange ratio of 1.1431 applied in connection with the merger of GR Merger Sub Inc., a wholly-owned subsidiary of the Issuer, with and into NeuroBo (the "Merger").

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).

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