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 *

Ellison Mark Jason Heath
2. Issuer Name and Ticker or Trading Symbol

OPIANT PHARMACEUTICALS, INC. [ OPNT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
UK Managing Director
(Last)          (First)          (Middle)

233 WILSHIRE BLVD., SUITE 280
3. Date of Earliest Transaction (MM/DD/YYYY)

1/7/2020
(Street)

SANTA MONICA, CA 90401
(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 1/7/2020  A(1)  4150 A$0 9680 I See Footnote (1) 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Common Stock $13.6 1/7/2020  A   8250     (2)1/7/2030 Common Stock 8250.0 $0 8250 D  

Explanation of Responses:
(1) 4,150 shares are represented by restricted stock units ("RSUs"). Each RSU represents the Reporting Person's right to receive one share of Common Stock of Issuer, subject to the vesting schedule. One-fourth of the RSUs vest on the anniversary dates of January 7, 2021, January 7, 2022, January 7, 2023 and January 7, 2024, subject to the Reporting Person continuing as a service provider through each such date.
(2) On January 7, 2020, the reporting person was granted an option to purchase 8,250 shares of common stock. The option vests as follows: 1/48 of the options become exercisable on the first monthly anniversary of the vesting commencement date, and 1/48 of the options become exercisable on such date every month thereafter through the fourth year anniversary of the Grant Date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ellison Mark Jason Heath
233 WILSHIRE BLVD., SUITE 280
SANTA MONICA, CA 90401



UK Managing Director

Signatures
/s/ Mark Jason Heath Ellison1/8/2020
**Signature of Reporting PersonDate

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