FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mazur Leonard L
  2. Issuer Name and Ticker or Trading Symbol
Citius Pharmaceuticals, Inc. [CTXR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
C/O CITIUS PHARMACEUTICALS, INC., 11 COMMERCE DRIVE, 1ST FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2018
(Street)

CRANFORD, NJ 07016
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 08/13/2018   P   3,137,255 A $ 1.275 6,855,595 D  

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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 Underlying Securities
(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 of Derivative Security: 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
Options to Purchase Common Stock (1) $ 3.45               (1) 09/13/2027 Common Stock 40,000   40,000 D  
Warrant to Purchase Common Stock (2) $ 6.15               (2) 06/12/2019 Common Stock 19,614   19,614 D  
Warrant to Purchase Common Stock (2) $ 9.90               (2) 09/30/2019 Common Stock 3,171   3,171 D  
Warrant to Purchase Common Stock (2) $ 9.90               (2) 01/08/2020 Common Stock 4,984   4,984 D  
Warrant to Purchase Common Stock (2) $ 7.50               (2) 08/18/2020 Common Stock 35,211   35,211 D  
Warrant to Purchase Common Stock (2) $ 7.50               (2) 11/02/2020 Common Stock 20,783   20,783 D  
Warrant to Purchase Common Stock (2) $ 7.50               (2) 11/20/2020 Common Stock 20,664   20,664 D  
Warrant to Purchase Common Stock (2) $ 7.50               (2) 01/08/2021 Common Stock 13,679   13,679 D  
Warrant to Purchase Common Stock (2) $ 7.50               (2) 03/14/2021 Common Stock 4,210   4,210 D  
Warrant to Purchase Common Stock (2) $ 6.15               (2) 03/15/2021 Common Stock 18,106   18,106 D  
Warrant to Purchase Common Stock $ 4.125               (2) 08/08/2022 Common Stock 421,400   421,400 D  
Warrant to Purchase Common Stock $ 4.125               (2) 08/08/2022 Common Stock 11,000   11,000 D  
Options to Purchase Common Stock (3) $ 6.75               (3) 09/12/2024 Common Stock 220,000   220,000 D  
Warrant to Purchase Common Stock (2) $ 4.63               (2) 06/19/2023 Common Stock 106,553   106,553 D  
Warrant to Purchase Common Stock (2) $ 2.86               (2) 09/29/2023 Common Stock 167,504   167,504 D  
Warrant to Purchase Common Stock (2) $ 1.15 08/13/2018   A   3,137,255     (2) 08/14/2023 Common Stock 3,137,255 (4) 3,137,255 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mazur Leonard L
C/O CITIUS PHARMACEUTICALS, INC.
11 COMMERCE DRIVE, 1ST FLOOR
CRANFORD, NJ 07016
  X   X   Executive Chairman  

Signatures

 /s/ Alexander M. Donaldson, by power of attorney   08/15/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) One-third of the shares of the Company's common stock underlying the grant vest on the first anniversary of the vesting commencement date, September 13, 2018. The remaining shares of the Company's common stock underlying the grant vest in equal monthly installments at the end of each month for two years following the initial vest, provided the Reporting Person continues to serve as a member of the Company's Board of Directors as of each such vesting date.
(2) The warrant is fully vested and exercisable immediately.
(3) The option vested as to 40% of the shares of the Company's common stock on September 12, 2014 and 15% of the shares on each of September 12, 2015, March 12 and September 12, 2016 and September 12, 2017.
(4) The purchase price of the warrants was included in the purchase price of the common stock reported in Table I.

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