SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Webb Carol

(Last)

(First)

(Middle)

C/O CITIUS PHARMACEUTICALS, INC.

11 COMMERCE DRIVE, 1ST FLOOR

(Street)

CRANFORD

07016

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Citius Pharmaceuticals, Inc. [ CTXR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase Common Stock⁽¹⁾	$1.25	10/04/2022		A		75,000		⁽¹⁾	10/04/2032	Common Stock	75,000	$0	75,000	D
Options to Purchase Common Stock⁽²⁾	$2.04							⁽²⁾	10/11/2031	Common Stock	75,000		75,000	D
Options to Purchase Common Stock⁽³⁾	$2							⁽³⁾	07/22/2031	Common Stock	15,000		15,000	D
Options to Purchase Common Stock⁽⁴⁾	$1.69							⁽⁴⁾	02/16/2031	Common Stock	25,000		25,000	D
Options to Purchase Common Stock⁽⁵⁾	$1.01							⁽⁵⁾	10/06/2030	Common Stock	35,000		35,000	D
Options to Purchase Common Stock⁽⁶⁾	$1.39							⁽⁶⁾	07/07/2030	Common Stock	25,000		25,000	D
Options to Purchase Common Stock⁽⁷⁾	$0.67							⁽⁷⁾	10/08/2029	Common Stock	25,000		25,000	D
Options to Purchase Common Stock⁽⁸⁾	$1.62							⁽⁸⁾	09/04/2028	Common Stock	15,000		15,000	D
Options to Purchase Common Stock⁽⁹⁾	$3.45							⁽⁹⁾	09/13/2027	Common Stock	10,000		10,000	D
Options to Purchase Common Stock⁽¹⁰⁾	$0.015							⁽¹⁰⁾	03/17/2024	Common Stock	12,071		12,071	D
Options to Purchase Common Stock⁽¹¹⁾	$12							⁽¹¹⁾	06/23/2026	Common Stock	13,334		13,334	D

Explanation of Responses:

1. The options were granted on October 4, 2022. The options will vest 100% on the one-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of the vesting date.

2. The options were granted on October 11, 2021. The options will vest 100% on the one-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of the vesting date.

3. The options vested in full on July 22, 2022.

4. The options vested in full on February 16, 2022.

5. The options vested in full on October 6, 2021.

6. The options vested in full on July 7, 2021.

7. The options vested in full on October 8, 2020.

8. The options vested in full on September 4, 2019.

9. The options vested in full on September 13, 2018.

10. The options vested in 1/3 increments over a three-year period with the first installment vesting on March 17, 2015.

11. The options vested in full on the first anniversary of the date of grant.

	/s/ Alexander M. Donaldson, by power of attorney	10/06/2022
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4 filed by Webb Carol