SEC Filing | Travere Therapeutics, Inc.

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SEC FORM 3 SEC Form 3

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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1. Name and Address of Reporting Person^*

Opaleye GP LLC

(Last)

(First)

(Middle)

9B RUSSELL STREET

(Street)

CAMBRIDGE

02140

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/24/2013

3. Issuer Name and Ticker or Trading Symbol
Retrophin, Inc. [ RTRX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

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)
Common Stock	2,097,671	I	See Footnote⁽¹⁾

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	⁽²⁾	⁽²⁾	Common Stock	250,000	3.6	I	See Footnote⁽¹⁾
Warrants	⁽³⁾	⁽³⁾	Common Stock	116,666	6	I	See Footnote⁽¹⁾

Explanation of Responses:

1. Securities reported herein for Opaleye GP LLC (the "LLC") represent common stock and warrants beneficially owned and held of record by one private investment fund, Opaleye, L.P. (the "Fund"). The LLC is the general partner of the Fund. James Silverman is the sole member and manager of the LLC. The LLC and the Fund (the "Reporting Persons") are each beneficial owners and each have an address of 9B Russell Street, Cambridge, MA 02140. The Reporting Persons disclaim beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, or otherwise of such portion of the common stock and the warrants in which the Reporting Persons have no actual pecuniary interest therein.

2. These warrants are exercisable at any time and have an expiration date of February 12, 2018.

3. These warrants are exercisable at any time and have an expiration date of August 16, 2018.

	James Silverman, Managing Member of Opaleye GP LLC	01/03/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                    Exhibit 24.1


                   JOINT FILING AGREEMENT AND POWER OF ATTORNEY

Pursuant to and in accordance with the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder, each undersigned party hereby agrees to the joint filing, on
behalf of such undersigned party with respect to the common stock and warrants
of Retrophin, Inc. a Delaware corporation, of any and all forms (s),
statement(s), report(s),and/or documents required to be filed by such
undersigned party under Section 16 of the Exchange Act (including any
amendment(s), supplement(s), and/or exhibit(s) thereto) with the Securities and
Exchange Commission (and, if such security is registered on a national
securities exchange or national securities association, also with the
exchange or association), and further agrees that this Joint Filing Agreement
and Power of Attorney shall be included as an Exhibit to each such joint filing.

Know all by these presents, that the undersigned hereby constitutes and appoints
James Silverman, signing singly, 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, director,and/or beneficial owner of Retrophin, Inc.
(the "Company"), Forms 3,4, and 5 in accordance with Section 16(a) of the
Exchange Act 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  United  States Securities and Exchange Commission 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  each  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 attorneys-in-fact, in
serving  in  such  capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

This Joint Filing Agreement and 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 Joint Filing Agreement
and Power of Attorney to be executed as of this 3rd day of January, 2014.


                        OPALEYE GP LLC

                             By: /s/ James Silverman
                             James Silverman, Managing Member


                        OPALEYE, L.P.

                             By: Opaleye GP LLC, its general partner

                             By: /s/ James Silverman
                             James Silverman, Managing Member