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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * FITZGERALD ALBION 2. Issuer Name and Ticker or Trading Symbol CohBar, Inc. [ CWBR ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O COHBAR, INC., 1455 ADAMS DRIVE, SUITE 2050
3. Date of Earliest Transaction (MM/DD/YYYY)
8/28/2020
(Street)
MENLO PARK, CA 94025
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  8/28/2020    P    8196  A  (1) 937863  D   
Common Stock                 500000  I  By Spouse 
Common Stock                 500000  I  By Trust (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Common Stock Warrants (right to buy)  $1.44  8/28/2020    P     6147      8/28/2020  8/28/2025  Common Stock  6147   (1) 6147  D   

Explanation of Responses:
(1)  The reported securities are included within Units purchased by the Reporting Person for $1.22 per Unit. Each Unit consists of one share of the Issuer's common stock and one warrant to purchase 0.75 of one share of the Issuer's common stock at an exercise price of $1.44 per share.
(2)  Securities are held by a trust for the benefit of the Reporting Person's child, of which the Reporting Person's spouse is trustee. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FITZGERALD ALBION
C/O COHBAR, INC.
1455 ADAMS DRIVE, SUITE 2050
MENLO PARK, CA 94025
X



Signatures
/s/ Jeffrey F. Biunno, Attorney-in-fact for Albion J. Fitzgerald 9/1/2020
**Signature of Reporting Person Date
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