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^*

Bartushak Jaime

(Last)

(First)

(Middle)

C/O CITIUS PHARMACEUTICALS, INC.

11 COMMERCE DRIVE, FIRST 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2021

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)
Common Stock								60,353	D

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)
Stock Option (Right to Purchase Common Stock)⁽¹⁾	$2	07/22/2021		A		100,000		⁽¹⁾	07/22/2031	Common Stock	100,000	$0	100,000	D
Stock Option (Right to Purchase Common Stock)⁽²⁾	$1.01							⁽²⁾	10/06/2030	Common Stock	125,000		125,000	D
Stock Option (Right to Purchase Common Stock)⁽³⁾	$0.67							⁽³⁾	10/08/2029	Common Stock	100,000		100,000	D
Stock Option (Right to Purchase Common Stock)⁽⁴⁾	$1.62							⁽⁴⁾	09/04/2028	Common Stock	70,000		70,000	D
Stock Option (Right to Purchase Common Stock)⁽⁵⁾	$3.45							⁽⁵⁾	09/15/2027	Common Stock	25,000		25,000	D
Stock Option (Right to Purchase Common Stock)⁽⁶⁾	$10.5							⁽⁶⁾	07/06/2026	Common Stock	48,267		48,267	D

Explanation of Responses:

1. The options were granted on July 22, 2021. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company on each such vesting date.

2. The options were granted on October 6, 2020. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company on each such vesting date

3. The options were granted on October 8, 2019. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company on each such vesting date.

4. One-third of the shares of the Company's common stock underlying the grant vest on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, September 4, 2018, provided that the Optionee provides Continuous Service to the Company on each such vesting date.

5. On September 15, 2017 the Reporting Person was granted a ten-year option to purchase 25,000 shares of common stock at an exercise price of $3.45 per share. The options vest as follows: 8,333 shares vest on September 13, 2018, and then 694 shares per month for the next 24 months.

6. On July 6, 2016 the Reporting Person was granted a ten-year option to purchase 48,267 shares of common stock at an exercise price of $10.50 per share. The options vest as follows: 16,089 shares vest on July 7, 2017, and then 1,341 shares per month for the next 24 months.

	/s/ Alexander M. Donaldson, by power of attorney	07/26/2021
	** 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).
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