| UNITED STATES | OMB APPROVAL | |
| SECURITIES AND EXCHANGE COMMISSION | OMB Number: 3235-0101 | |
| Washington, D.C. 20549 | Expires: February 28, 2014 | |
| Estimated average burden | ||
| FORM 144 | hours per response 2.00 | |
| NOTICE OF PROPOSED SALE OF SECURITIES | SEC USE ONLY | |
| PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | DOCUMENT SEQUENCE NO. | |
| CUSIP NUMBER | ||
| ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker. | ||
| 1 (a) NAME OF ISSUER (Please type or print) | (b) IRS IDENT NO. | (c) S.E.C. FILE NO | WORK LOCATION | ||||
| Retrophin, Inc. | 27-4842691 | 001-36257 | |||||
| 1 (d) ADDRESS OF ISSUER | STREET | CITY | STATE | ZIP CODE | (e) TELEPHONE NO | ||
| 777 Third Avenue, 22nd Floor | New York | NY | 10017 | AREA CODE | NUMBER | ||
| 646 | 837-5863 | ||||||
| 2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD | (b) RELATIONSHIP TO ISSUER | (c) ADDRESS STREET | CITY | STATE | ZIP CODE | ||
| Martin Shkreli | None | 101 Avenue of the Americas, 9th Floor | New York | NY | 10013 | ||
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
| 3 (a) | (b) | SEC USE ONLY | (c) | (d) | (e) | (f) | (g) |
| Title of the | Name and Address of Each Broker | Number of Shares | Aggregate | Number of Shares | Approximate | Name of Each | |
|
Class of Securities To Be Sold |
Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities |
Broker-Dealer File Number |
or Other Units To Be Sold (See instr. 3(c)) |
Market Value (See instr. 3(d)) |
or Other Units Outstanding (See instr. 3(e)) |
Date of Sale (See instr. 3(f)) (MO. DAY YR.) |
Securities Exchange (See instr. 3(g)) |
| Common Stock |
UBS Financial Services Inc. 299 Park Avenue 25th Floor New York, NY 10171 |
511,341 | $4,208,336 | 26,699,847 | 11/24/14 | NASDAQ Global Market |
| INSTRUCTIONS: | ||||||
| 1. | (a) | Name of issuer | 3. | (a) | Title of the class of securities to be sold | |
| (b) | Issuer’s I.R.S. Identification Number | (b) | Name and address of each broker through whom the securities are intended to be sold | |||
| (c) | Issuer’s S.E.C. file number, if any | (c) | Number of shares or other units to be sold (if debt securities, give the aggregate face amount) | |||
| (d) | Issuer’s address, including zip code | (d) | Aggregate market value of the securities to be sold as of a specified date within 10 days prior to filing of this notice | |||
| (e) | Issuer’s telephone number, including area code | (e) | Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer | |||
| 2. | (a) | Name of person for whose account the securities are to be sold | (f) | Approximate date on which the securities are to be sold | ||
| (b) | Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing) | (g) | Name of each securities exchange, if any, on which the securities are intended to be sold | |||
| (c) | Such person’s address, including zip code | |||||
| Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
SEC 1147 (08-07)
TABLE I — SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
Title of the Class |
Date you Acquired |
Nature of Acquisition Transaction | Name of Person from Whom Acquired (If gift, also give date donor acquired) |
Amount of Securities Acquired |
Date of Payment |
Nature of Payment |
| Common Stock | 12/12/12 | Merger | Desert Gateway, Inc. | 2,577,755 | 12/12/12 |
Consideration for Shares of Retrophin, Inc. |
| INSTRUCTIONS: | If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid. |
TABLE II — SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
| Name and Address of Seller | Title of Securities Sold | Date of Sale |
Amount of Securities Sold |
Gross Proceeds |
|
Martin Shkreli 101 Avenue of the Americas 9th Floor New York, NY 10013 |
Common Stock |
09/09/14 09/12/14 11/14/14 11/17/14 11/18/14 11/19/14 11/20/14 11/21/14 |
123,000 205,000 100,000 100,000 254,975 329,824 134,354 252,847 |
1,069,166 1,789,679 1,022,792 936,658 2,343,506 2,817,095 1,105,992 2,116,041 |
EXPLANATION OF RESPONSES:
REMARKS:
| INSTRUCTIONS: | ATTENTION: | |
| See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. | The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. |
| November 23, 2014 | /s/ Martin Shkreli | |||
| DATE OF NOTICE | (SIGNATURE) | |||
| DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION, IF RELYING ON RULE 10B5-1 | The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures. | |||
| ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |