Form: 4

Statement of changes in beneficial ownership of securities

November 15, 2016

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*
Mayne Pharma Ventures Pty Ltd

(Last) (First) (Middle)
LEVEL 1, 99 KING STREET

(Street)
MELBOURNE, VICTORIA C3 3000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HedgePath Pharmaceuticals, Inc. [ HPPI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/15/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 11/15/2016 X(1) 4,750,569 A (1) 192,645,799 D(4)
Common Stock 11/15/2016 X(2) 333 A (2) 192,646,132 D(4)
Common Stock 11/15/2016 X(3) 4,860,000 A (3) 197,506,132 D(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock(1) $0.0878 11/15/2016 X(1) 4,750,569(1) (1) (1) Common Stock 4,750,569(1) $0(1) 0(1) D(4)
Warrant to Purchase Common Stock(2) $0.075 11/15/2016 X(2) 333(2) (2) (2) Common Stock 333(2) $0(2) 0(2) D(4)
Warrant to Purchase Common Stock(3) $0.12 11/15/2016 X(3) 4,860,000(3) (3) (3) Common Stock 4,860,000(3) $0(3) 23,504,236(3) D(4)
1. Name and Address of Reporting Person*
Mayne Pharma Ventures Pty Ltd

(Last) (First) (Middle)
LEVEL 1, 99 KING STREET

(Street)
MELBOURNE, VICTORIA C3 3000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mayne Pharma International Pty Ltd

(Last) (First) (Middle)
LEVEL 1, 99 KING STREET

(Street)
MELBOURNE, VICTORIA C3 3000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mayne Pharma Group Ltd

(Last) (First) (Middle)
LEVEL 1, 99 KING STREET

(Street)
MELBOURNE, VICTORIA C3 3000

(City) (State) (Zip)
Explanation of Responses:
1. On November 15, 2016, Mayne Pharma Ventures Pty Ltd ("Mayne Ventures") acquired 4,750,569 shares of Common Stock for an aggregate purchase price of $417,099.96 through the exercise of a warrant (at a per share exercise price of $0.0878) that was issued by the Issuer to Mayne Ventures on June 24, 2014 (the "2014 Warrant"). Following such exercise, no shares of Common Stock remain issuable upon exercise of the 2014 Warrant.
2. On November 15, 2016, Mayne Ventures acquired 333 shares of Common Stock for an aggregate purchase price of $24.98 through the exercise of a warrant (at a per share exercise price of $0.075) that was issued by the Issuer to Mayne Ventures on May 15, 2015 (the "2015 Warrant"). No shares of Common Stock remain issuable upon exercise of the 2015 Warrant.
3. On November 15, 2016, Mayne Ventures acquired 4,860,000 shares of Common Stock for an aggregate purchase price of $583,200 through the partial exercise of a warrant (at a per share exercise price of $0.12) that was issued by the Issuer to Mayne Ventures on May 25, 2016 (the "2016 Warrant"). 23,504,236 shares of Common Stock remain issuable upon exercise of the 2016 Warrant. The 2016 Warrant may be exercised, in whole or in part, by Mayne Ventures at any time on or prior to May 25, 2021.
4. These securities are directly owned by Mayne Ventures. This report is filed jointly by Mayne Ventures, Mayne Pharma International Pty Ltd ("Mayne International") and Mayne Pharma Group Limited ("Mayne Group"). Mayne Group holds 100% of the issued and outstanding equity securities of Mayne International, and Mayne International holds 100% of the issued and outstanding equity securities of Mayne Ventures. Consequently, Mayne Group and Mayne International may be deemed to beneficially own the securities that are the subject to this report indirectly, but disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Mayne Ventures is deemed a director by deputization by virtue of its representation on the Board of Directors of the Issuer.
Mayne Pharma Ventures Pty Ltd, By: /s/ Mark Cansdale, Company Secretary 11/15/2016
Mayne Pharma International Pty Ltd, By: /s/ Mark Cansdale, Company Secretary 11/15/2016
Mayne Pharma Group Limited, By: /s/ Mark Cansdale, Company Secretary 11/15/2016
** 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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