Form: 4

Statement of changes in beneficial ownership of securities

January 11, 2018

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)
1538 MAIN NORTH ROAD
(Street)
SALISBURY SOUTH, SA C3 5106
(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)
01/10/2018
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
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
Series B Convertible Preferred Stock (1) 01/10/2018 P(1) 3,478,261(1) 01/10/2018 (1) Common Stock 10,434,783(1) (1) 3,478,261 D(4)
Series A Warrants to Purchase Common Stock $0.23(2) 01/10/2018 P(1) 2,608,696(1) 01/10/2018(2) 01/10/2020 Common Stock 2,608,696(1) (1) 2,608,696 D(4)
Series B Warrants to Purchase Common Stock $0.275(3) 01/10/2018 P(1) 2,608,696(1) 01/10/2018(3) 01/10/2023 Common Stock 2,608,696(1) (1) 2,608,696 D(4)
1. Name and Address of Reporting Person*
Mayne Pharma Ventures Pty Ltd
(Last) (First) (Middle)
1538 MAIN NORTH ROAD
(Street)
SALISBURY SOUTH, SA C3 5106
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mayne Pharma International Pty Ltd
(Last) (First) (Middle)
1538 MAIN NORTH ROAD
(Street)
SALISBURY SOUTH, SA C3 5106
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mayne Pharma Group Ltd
(Last) (First) (Middle)
1538 MAIN NORTH ROAD
(Street)
SALISBURY SOUTH, SA C3 5106
(City) (State) (Zip)
Explanation of Responses:
1. On January 10, 2018, Mayne Pharma Ventures Pty Ltd ("Mayne Ventures") acquired 3,478,261 shares of Series B Convertible Preferred Stock, Series A warrants to purchase 2,608,696 shares of Common Stock in the aggregate and Series B warrants to purchase 2,608,696 shares of Common Stock directly from the Issuer in a private placement for an aggregate purchase price of US$2,400,000 pursuant to the terms of a securities purchase agreement, dated January 8, 2018, between Mayne Ventures and the Issuer. Each share of Series B Convertible Preferred Stock (i) may be converted by Mayne Ventures at any time into three shares of Common Stock and (ii) is entitled to the number of votes equal to the number of shares of Common Stock into which each such share of Series B Convertible Preferred Stock is convertible. The Series B Convertible Preferred Stock does not have an expiration date.
2. The Series A warrants have an initial exercise price of US$0.23 and may be exercised by Mayne Ventures at any time prior to their expiration on January 10, 2020.
3. The Series B warrants have an initial exercise price of US$0.275 and may be exercised by Mayne Ventures at any time prior to their expiration on January 10, 2023.
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/ Nick Freeman, Company Secretary 01/11/2018
Mayne Pharma International Pty Ltd, By: /s/ Nick Freeman, Company Secretary 01/11/2018
Mayne Pharma Group Limited, By: /s/ Nick Freeman, Company Secretary 01/11/2018
** Signature of Reporting Person Date

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