Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Ritter Pharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
767836109
(CUSIP Number)
December 31, 2019
(Date of Event That Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[X] Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 767836109 | SCHEDULE 13G | PAGE 2 OF 5 |
| 1. | NAMES OF REPORTING PERSONS | |
| Michael D. Step | ||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) [ ] |
| (see instructions) | (b) [ ] | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| United States | ||
| NUMBER OF | 5. | SOLE VOTING POWER |
| SHARES | ||
| BENEFICIALLY | 128,757 (1) | |
| OWNED BY | 6. | SHARED VOTING POWER |
| EACH | ||
| REPORTING | ||
| PERSON WITH | 7. | SOLE DISPOSITIVE POWER |
| 128,757 (1) | ||
| 8. | SHARED DISPOSITIVE POWER | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 128,757 (1) | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
| (SEE INSTRUCTIONS) | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 0.7% (2) | |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| IN |
| (1) | Represents 128,757 shares underlying stock option awards that are currently exercisable or exercisable within 60 days of December 31, 2019. |
| (2) | Based on 19,108,331 shares of Common Stock of the Company outstanding as of December 31, 2019. |
| CUSIP No. 767836109 | SCHEDULE 13G | PAGE 3 OF 5 |
| Item 1(a). | Name of Issuer: |
| Ritter Pharmaceuticals, Inc. (the “Company”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1880 Century Park East, #1000 Los Angeles, CA 90067 | |
| Item 2(a). | Name of Person(s) Filing: |
| Michael D. Step | |
| Item 2(b). | Address of Principal Business Office, or, if None, Residence: |
7688 Northern Lights San Diego, CA 92127 | |
| Item 2(c). | Citizenship: |
| United States | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, par value $0.001 per share | |
| Item 2(e). | CUSIP Number: |
| 767836109 | |
| Item 3. | If This Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| Not Applicable | |
| Item 4. | Ownership: |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for the Reporting Person and is incorporated herein by reference. | |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X]. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not Applicable |
| CUSIP No. 767836109 | SCHEDULE 13G | PAGE 4 OF 5 |
| Item 7. | Identification and Classification of the Subsidiary That Acquired the Security Being Reported by the Parent Holding Company or Control Person. |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not Applicable | |
| Item 9. | Notice of Dissolution of the Group. |
| Not Applicable | |
| Item 10. | Certification: |
| Not Applicable |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: January 28, 2020 | /s/ Michael D. Step |
| Michael D. Step |