Amended Statement of Ownership (sc 13g/a)
February 15 2017 - 5:27PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Ritter
Pharmaceuticals, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
767836109
(CUSIP
Number)
December
31, 2016
(Date
of Event That Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1 (b)
[ ]
Rule 13d-1 (c)
[X]
Rule 13d-1 (d)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however,
see
the
Notes
).
CUSIP
No. 767836109
|
SCHEDULE
13G
|
PAGE
2 OF 5
|
1.
|
NAMES
OF REPORTING PERSONS
|
|
|
|
Michael
D. Step
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
|
|
(see
instructions)
|
(b)
[ ]
|
|
|
|
|
|
|
3.
|
SEC
USE ONLY
|
|
|
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
|
|
United
States
|
NUMBER
OF
|
5.
|
SOLE
VOTING POWER
|
SHARES
|
|
|
BENEFICIALLY
|
|
948,834
(1)
|
OWNED
BY
|
6.
|
SHARED
VOTING POWER
|
EACH
|
|
|
REPORTING
|
|
|
PERSON
WITH
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
|
|
|
|
948,834
(1)
|
|
8.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
|
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
948,834
(1)
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
|
(SEE
INSTRUCTIONS)
|
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
7.6%
(2)
|
12.
|
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
(1)
|
Represents
27,000 shares owned directly and 921,834 shares underlying stock option awards that are currently exercisable or exercisable
within 60 days of December 31, 2016. The number of shares issuable upon the exercise of options includes 306,157 shares subject
to options that are currently exercisable but that are not subject to vesting within 60 days of December 31, 2016 and accordingly,
if exercised, are subject to a repurchase right until vested.
|
|
|
(2)
|
Based
on 11,619,197 shares of Common Stock of the Company outstanding as of December 31, 2016.
|
CUSIP
No. 767836109
|
SCHEDULE
13G
|
PAGE
3 OF 5
|
Item
1(a).
|
Name
of Issuer:
|
|
|
|
Ritter
Pharmaceuticals, Inc. (the “Company”)
|
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
|
|
|
1880
Century Park East, #1000
Los
Angeles, CA 90067
|
|
|
Item
2(a).
|
Name
of Person(s) Filing:
|
|
|
|
Michael
D. Step
|
|
|
Item
2(b).
|
Address
of Principal Business Office, or, if None, Residence:
|
|
|
|
1880
Century Park East, #1000
Los
Angeles, CA 90067
|
|
|
Item
2(c).
|
Citizenship:
|
|
|
|
United
States
|
|
|
Item
2(d).
|
Title
of Class of Securities:
|
|
|
|
Common
Stock, par value $0.001 per share
|
|
|
Item
2(e).
|
CUSIP
Number:
|
|
|
|
767836109
|
|
|
Item
3.
|
If
This Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
|
Not
Applicable
|
|
|
Item
4.
|
Ownership:
|
|
|
|
The
information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for the Reporting Person
and is incorporated herein by reference.
|
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
|
|
Not
Applicable
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
|
|
|
Not
Applicable
|
CUSIP
No. 767836109
|
SCHEDULE
13G
|
PAGE
4 OF 5
|
Item
7.
|
Identification
and Classification of the Subsidiary That Acquired the Security Being Reported by the Parent Holding Company or Control Person.
|
|
|
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Not
Applicable
|
|
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
|
|
|
Not
Applicable
|
|
|
Item
9.
|
Notice
of Dissolution of the Group.
|
|
|
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Not
Applicable
|
|
|
Item
10.
|
Certification:
|
|
|
|
Not
Applicable
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CUSIP
No. 767836109
|
SCHEDULE
13G
|
PAGE
5 OF 5
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
February 15, 2017
|
/s/
Michael D. Step
|
|
Michael
D. Step
|
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