FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Ritter Andrew J
2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2015
3. Issuer Name and Ticker or Trading Symbol
RITTER PHARMACEUTICALS INC [RTTR]
(Last)
(First)
(Middle)
RITTER PHARMACEUTICALS, INC., 1801 CENTURY PARK EAST, #1820
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LOS ANGELES,, CA 90067
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (1) 12/02/2024 Common Stock 20,979 $ 5.86 D  
Stock Option   (2) 12/02/2024 Common Stock 432,434 $ (3) D  
Stock Option   (4)(5) 09/25/2023 Common Stock 48,951 $ 1.27 D  
Convertible Preferred Stock   (1)   (6) Common Stock 817,272 $ (6) I by Stonehenge Partners LLC (7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ritter Andrew J
RITTER PHARMACEUTICALS, INC.
1801 CENTURY PARK EAST, #1820
LOS ANGELES,, CA 90067
  X     President  

Signatures

/s/Andrew J. Ritter 06/24/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Currently exercisable.
(2) 25% of the shares underlying the option will vest on September 1, 2015 and the remaining 75% of the shares will vest in 36 equal monthly investments beginning on the last day of the first full month thereafter, subject to the continued employment of the reporting person with the Issuer.
(3) $5.86 for the first 152,347 shares underlying the option; $9.30 for the next 140,044 shares underlying the option; and $13.23 for the remaining 140,043 shares underlying the option.
(4) 3,496 of the shares underlying the option are currently exercisable. The remaining shares underlying the option will become exercisable as follows: (a) 35% of 6,993 of the shares underlying the option will become exercisable upon the achievement of the Base Financing Funding Milestone (as defined in the reporting person's option award agreement), with the balance to vest in 36 equal equal monthly installments beginning on the last day of the month following the month in which the Base Financing Funding Milestone was achieved and (b) 35% of the 13,986 shares underlying the option will become exercisable upon the achievement of the Excess Fundraising Milestone (as defined in the reporting person's option award agreement), with the balance to vest in 36 equal monthly installments beginning on the last day of the month following the month in which the Excess Fundraising Milestone was achieved.
(5) (c) 35% of the 45,454 shares underlying the option will become exercisable upon the receipt by the Issuer of an Initial Period License Payment (as defined in the reporting person's option award agreement), with the balance to vest in 36 monthly installments beginning on the last day of the month beginning on the last day of the month following the month in which such Initial Period License Payment is received by the Issuer and (d) 35% of the 6,993 shares underlying the option will become exercisable upon the receipt by the Issuer of any Annual Excess Milestone Payments (as defined in the reporting person's option award agreement) with the balance to vest in 36 equal monthly installments beginning on the last day of the following month.
(6) The Convertible Preferred Stock has no expiration date. Effective on the date of the closing of the Issuer's initial public offering, the Convertible Preferred Stock will automatically convert into Common Stock of the Issuer on a one-for-one basis.
(7) As a managing partner of Stonehenge Partners LLC, the reporting person may be deemed the beneficial owner of these shares. The reporting person expressly disclaims beneficiall ownership over these shares except to the extent of his pecuniary interest therein.
 
Remarks:
Exhibit List: Exhibit 24-Power of Attorney

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

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