SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Shkreli Martin (Last) (First) (Middle) C/O RETROPHIN, INC. 777 THIRD AVENUE, 22ND FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Retrophin, Inc. [ RTRX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/24/2014
	4. 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 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

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 Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right to Buy)	$19	02/24/2014		A		200,000		(1)	02/24/2024	Common Stock, par value $0.0001 per share	200,000	$0	200,000	D
Employee Stock Option (Right to Buy)	$19	02/24/2014		A		100,000		(2)	(3)	Common Stock, par value $0.0001 per share	100,000	$0	100,000	D
Employee Stock Option (Right to Buy)	$19	02/24/2014		A		100,000		(4)	(5)	Common Stock, par value $0.0001 per share	100,000	$0	100,000	D

Explanation of Responses:

1. Such options shall vest in twelve equal installments on the last day of each calendar quarter beginning on March 31, 2014.

2. Such options shall vest upon such time as the Issuer's revenues meet or exceed $50 million in the aggregate over any consecutive four fiscal quarter period (the "Revenue Threshold"). In no event shall such options vest prior to the first (1st) anniversary of the Grant Date.

3. Such options shall expire on the earlier of (a) the third (3rd) anniversary of the Grant Date if the Issuer has not met the Revenue Threshold by such date and (b) the tenth (10th) anniversary of the Grant Date if the Issuer has met the Revenue Threshold by the third (3rd) anniversary of the Grant Date.

4. One-half of such options (the "Initial Tranche") shall vest upon such time as the trailing twenty day average of the closing price of the Issuer's Common Stock equals or exceeds $25 per share (the "Stock Price Threshold"). One-half of such options (the "Final Tranche") shall vest upon such time as the trailing twenty day average of the closing price of the Issuer's Common Stock equals or exceeds $33 per share. In no event shall (i) the Initial Tranche vest prior to the first (1st) anniversary of the Grant Date and (ii) the Final Tranche vest prior to the second (2nd) anniversary of the Grant Date.

5. All of such options will expire on the earlier of (a) the fourth (4th) anniversary of the Grant Date if the Issuer has not met the Stock Price Threshold by such date and (b) the tenth (10th) anniversary of the Grant Date if the Issuer has met the Stock Price Threshold by the fourth (4th) anniversary of the Grant Date.

	/s/ Martin Shkreli	03/04/2014
	** 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 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).
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