Form: 4

Statement of changes in beneficial ownership of securities

May 27, 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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 Group 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)
05/25/2016
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 05/25/2016 A(1)(2) 27,885,000 A (1)(2) 149,062,230 I Footnote(3)
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)(2) $0.012 05/25/2016 A(1)(2) 28,364,236(1)(2) (1)(2) (1)(2) Common Stock 28,364,236(1)(2) (1)(2) 71,948,138(4) I Footnote(3)
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)
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 Ventures Pty Ltd
(Last) (First) (Middle)
LEVEL 1, 99 KING STREET
(Street)
MELBOURNE, VICTORIA C3 3000
(City) (State) (Zip)
Explanation of Responses:
1. On May 25, 2016, Mayne Pharma Ventures Pty Ltd ("Mayne Ventures") and HedgePath Pharmaceuticals, Inc. (the "Issuer") entered into agreements under which (i) Mayne Ventures invested $2,788,500 in the Issuer and received 27,885,000 shares of the Issuer's common stock and a warrant to purchase 27,885,000 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Offering Warrant"), which represents Mayne Ventures' participation in the Issuer's $5,500,000 private placement offering of 55,000,000 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Offering"), and
2. (ii) Mayne Ventures invested an additional $47,924 in the Issuer and received a warrant to purchase an additional 479,236 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Finders Warrant"), which represents Mayne Ventures' participation in the Issuer's issuance of warrants to certain FINRA-member broker-dealers engaged in connection with the Offering. Mayne Ventures and the Issuer agreed to combine the Offering Warrant and the Finders Warrant into a single warrant to purchase 28,364,236 shares of the Issuer's common stock at a per share exercise price of $0.012 (the "Combined Warrant"). The Combined Warrant may be exercised by Mayne Ventures in whole or in part at any time prior to the 5th anniversary of the issuance date.
3. This report is filed jointly by Mayne Pharma Group Ltd ("Mayne Group"), Mayne Pharma International Pty Ltd ("Mayne International") and Mayne Ventures. 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 beneficially own the securities that are the subject of 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.
4. Includes (i) a warrant to purchase 10,250,569 shares of the Issuer's common stock issued on June 24, 2014 (and reported on a Form 4 filed on June 26, 2014 by Mayne Ventures), (ii) a warrant to purchase 33,333,333 shares of the Issuer's common stock issued on May 15, 2015 (and reported on a Form 4 filed on May 19, 2015 by Mayne Ventures), and (iii) the Combined Warrant, which was acquired in connection with the transactions covered by this report.
Mark Cansdale, Secretary 05/27/2016
** 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.