Sec Form 4 Filing - KENYON LAWRENCE A @ Outlook Therapeutics, Inc. - 2020-10-01

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 KENYON LAWRENCE A 2. Issuer Name and Ticker or Trading Symbol Outlook Therapeutics, Inc. [ OTLK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, Pres, CFO, Treas & Secy (Last) (First) (Middle) C/O OUTLOOK THERAPEUTICS, INC., 4260 US ROUTE 1 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2020 (Street) MONMOUTH JUNCTION, NJ08852 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) $ 0.71 10/01/2020 A 3,668,984 ( 1 ) 10/01/2030 Common Stock 3,668,984 $ 0 3,668,984 D

10% Owner Reporting Owners Reporting Owner Name / Address Relationships Director Officer Other KENYON LAWRENCE A C/O OUTLOOK THERAPEUTICS, INC. 4260 US ROUTE 1 MONMOUTH JUNCTION, NJ08852 X CEO, Pres, CFO, Treas & Secy Signatures /s/ Lawrence Kenyon 10/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options were granted under the Issuer's 2015 Equity Incentive Plan (the "2015 Plan") and shall vest in four equal installments beginning on October 1, 2021 such that the option shall be vested in full on October 1, 2024, subject to the Reporting Person providing continuous service to the Issuer on each such date, and subject to acceleration upon a Change in Control as defined in the 2015 Plan, subject to the Reporting Person providing continuous service to the Issuer through such event.

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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