UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Ritter Pharmaceuticals, Inc.

 

(Name of Issuer)

 

Common Stock, par value $0.001 per share

 

(Title of Class of Securities)

 

767836109

 

(CUSIP Number)

 

December 31, 2015

 

(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 1 OF 3

 

1.

NAMES OF REPORTING PERSONS

 

Michael D. Step

 
2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

 

(a) [  ]

(b) [  ]

3.

SEC USE ONLY

 

 
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

5.

SOLE VOTING POWER

 

907,696 (1)

6.

SHARED VOTING POWER

 

 

7.

SOLE DISPOSITIVE POWER

 

907,696 (1)

8.

SHARED DISPOSITIVE POWER

 

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

907,696(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)

 

9.6% (2)

12.

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

(1) Represents shares underlying stock option awards that are currently exercisable or exercisable within 60 days of December 30, 2015. The number of shares issuable upon the exercise of options includes 545,495 shares subject to options that are currently exercisable but that are not subject to vesting within 60 days of December 30, 2015 and accordingly, if exercised, are subject to a repurchase right until vested.
   
 (1) Based on 8,582,009 shares of Common Stock of the Company outstanding as of December 30, 2015

 

 
   

 

CUSIP No. 767836109 SCHEDULE 13G PAGE 2 OF 3

 

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:
     
   

1880 Century Park East, #1000

Los Angeles, CA 90067

     
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.
     
    Not Applicable
     
Item 6.   Ownership of More than Five Percent on Behalf of Another Person.
     
    Not Applicable

 

 
   

 

CUSIP No. 767836109 SCHEDULE 13G PAGE 3 OF 3

 

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: February 24, 2016   /s/ Michael D. Step
    Michael D. Step