Sec Form 4 Filing - Shahinian Eric @ Pasithea Therapeutics Corp. - 2022-08-29

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 Shahinian Eric 2. Issuer Name and Ticker or Trading Symbol Pasithea Therapeutics Corp. [ KTTA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% owner group (Last) (First) (Middle) C/O CAMAC PARTNERS LLC, 350 PARK AVENUE, 13TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/29/2022 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 08/29/2022 P 5,000 A $ 1.1681 1,617,329( 1 ) I See footnote( 2 ) Common Stock 08/30/2022 P 17,828 A $ 1.1472 1,635,157 I See footnote( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shahinian Eric C/O CAMAC PARTNERS LLC 350 PARK AVENUE, 13TH FLOOR NEW YORK, NY10022 Member of 10% owner group Camac Capital, LLC 350 PARK AVENUE, 13TH FLOOR NEW YORK, NY10022 Member of 10% owner group Camac Fund, LP CAMAC CAPITAL, LLC 350 PARK AVENUE, 13TH FLOOR NEW YORK, NY10022 Member of 10% owner group Camac Partners, LLC 350 PARK AVENUE, 13TH FLOOR NEW YORK, NY10022 Member of 10% owner group Signatures /s/ Eric Shahinian 08/31/2022 Signature of Reporting Person Date /s/ Eric Shahinian, Managing Member of Camac Capital, LLC 08/31/2022 Signature of Reporting Person Date /s/ Eric Shahinian, Managing Member of Camac Capital, LLC, the General Partner of Camac Fund, LP 08/31/2022 Signature of Reporting Person Date /s/ Eric Shahinian, Managing Member of Camac Capital, LLC, the Managing Member of Camac Partners, LLC 08/31/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of shares beneficially owned includes 1,000 shares inadvertently omitted from the Reporting Persons' Form 3 filed 08/15/2022. ( 2 )The shares are held by Camac Fund, LP. ("Camac Fund"). Eric Shahinian is the managing member of Camac Capital, LLC, which is the general partner of Camac Fund and the managing member of Camac Partners, LLC.

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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