<SEC-DOCUMENT>0001382963-15-000062.txt : 20150624
<SEC-HEADER>0001382963-15-000062.hdr.sgml : 20150624
<ACCEPTANCE-DATETIME>20150624212922
ACCESSION NUMBER:		0001382963-15-000062
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150624
FILED AS OF DATE:		20150624
DATE AS OF CHANGE:		20150624

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RITTER PHARMACEUTICALS INC
		CENTRAL INDEX KEY:			0001460702
		STANDARD INDUSTRIAL CLASSIFICATION:	PHARMACEUTICAL PREPARATIONS [2834]
		IRS NUMBER:				263474527
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		1801 CENTURY PARK EAST, SUITE 1820
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90067
		BUSINESS PHONE:		310-203-1000

	MAIL ADDRESS:	
		STREET 1:		1801 CENTURY PARK EAST, SUITE 1820
		CITY:			LOS ANGELES
		STATE:			CA
		ZIP:			90067

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Step Michael D
		CENTRAL INDEX KEY:			0001316386

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-37428
		FILM NUMBER:		15950479

	MAIL ADDRESS:	
		STREET 1:		10590 WEST OCEAN AIR DRIVE, SUITE 200
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92130
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>edgar.xml
<DESCRIPTION>PRIMARY DOCUMENT
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2015-06-24</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001460702</issuerCik>
        <issuerName>RITTER PHARMACEUTICALS INC</issuerName>
        <issuerTradingSymbol>RTTR</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001316386</rptOwnerCik>
            <rptOwnerName>Step Michael D</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>RITTER PHARMACEUTICALS, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>1801 CENTURY PARK EAST, #1820</rptOwnerStreet2>
            <rptOwnerCity>LOS ANGELES,</rptOwnerCity>
            <rptOwnerState>CA</rptOwnerState>
            <rptOwnerZipCode>90067</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>1</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
            <officerTitle>CEO</officerTitle>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>1.14</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <value>2022-08-16</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>26163</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value></value>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>5.86</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F2"/>
            </exerciseDate>
            <expirationDate>
                <value>2024-12-02</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>646537</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value></value>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <value>5.86</value>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <value>2024-12-02</value>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>73377</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value></value>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Stock Option</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F4"/>
                <footnoteId id="F5"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F4"/>
                <footnoteId id="F5"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F4"/>
                <footnoteId id="F5"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <footnoteId id="F4"/>
                    <footnoteId id="F5"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value></value>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">19,077 shares are currently exercisable.  The remaining 7,086 shares will vest in 13 equal monthly installments.</footnote>
        <footnote id="F2">Of the shares subject to this option, 592,659 are subject to the right of repurchase by the Issuer at the price of $5.86 per share, which right expires ratably over 44 months commencing January 1, 2015 and in full upon a change of control or upon the reporting person's employment termination by the Issuer without Cause, subject to his continued employment with the Issuer (as described in the reporting person's stock option award agreement).</footnote>
        <footnote id="F3">Of the shares subject to this option, 67,262 are subject to the right of repurchase by the Issuer at the price of $5.86 per share, which right expires ratably over 44 months commencing January 1, 2015 and in full upon a change of control or upon the reporting person's employment termination by the Issuer without Cause, subject to his continued employment with the Issuer (as described in the reporting person's stock option award agreement).</footnote>
        <footnote id="F4">This option was granted to the reporting person on December 2, 2014. The total number of shares issuable under this option will be equal to the number of shares of common stock as will, together with the 646,537 shares subject to the option granted to the reporting person on December 2, 2014, represent in the aggregate 7.5% of the shares of common stock deemed to be outstanding on a fully-diluted basis as of the date that the Issuer has raised in the aggregate a minimum of $15,000,000 in one or more private and/or public offerings, or a Qualified Financing, after giving effect to (i) the issuance of the shares issued in the Qualified Financing, (ii) the issuance of this option and (iii) any adjustments. If the Issuer does not close a Qualified Financing on or before October 1, 2015, this option will terminate in its entirety and be of no further force or effect. If the Issuer closes a Qualified Financing on or before October 1, 2015, (continued in footnote 5)</footnote>
        <footnote id="F5">(Continued from footnote 4) the option will become immediately exercisable in full, with 75% of the shares underlying the option to be subject to a repurchase right by the Issuer upon the reporting person's ceasing to be a service provider to the Issuer for any reason. Such right of repurchase will lapse with respect to 1/36th of the shares subject to the right of repurchase on the first day of each month following the date on which the option first becomes exercisable, subject to the reporting person's continuing to be a service provider to the Issuer through such date. Notwithstanding the foregoing, the right of repurchase will expire in full with respect to all of the shares then subject to the right of repurchase upon the first to occur of a (i) Termination without Cause or by the reporting person with Good Reason and (ii) a Change in Control Termination (each as defined in the reporting person's Executive Severance and Change in Control Agreement).</footnote>
    </footnotes>

    <remarks>Exhibit List: Exhibit 24-Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/Andrew J. Ritter, attorney-in-fact</signatureName>
        <signatureDate>2015-06-24</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>poaste.htm
<TEXT>
<HTML><BODY><PRE>Power of Attorney







      Know all by these presents that the undersigned hereby constitutes and appoints Andrew J. Ritter

as the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer

and/or director of Ritter Pharmaceuticals, Inc., a Delaware corporation (the Company),

Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as

amended, and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be

necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute

any amendment or amendments thereto, and timely file such form with the SEC and any stock

exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the

opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required

by, the undersigned, it being understood that the documents executed by such attorney-in-fact

on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall

contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-

fact's discretion.

       The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform

any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of

the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do

if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that

such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done

by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges

that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not

assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16

of the Securities Exchange Act of 1934, as amended.

       This Power of Attorney shall remain in full force and effect until the undersigned is no longer

required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the

foregoing attorney-in-fact.



       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

this 15 day of June 2015.



/s/ Michael D. Step

Michael D. Step





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</PRE></BODY></HTML>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
