Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* HOLUBIAK MYRON Z	2. Issuer Name and Ticker or Trading Symbol Citius Pharmaceuticals, Inc. [ CTXR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO
(Last) (First) (Middle) C/O CITIUS PHARMACEUTICALS, INC., 11 COMMERCE DRIVE, 1ST FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 10/8/2019
(Street) CRANFORD, NJ 07016 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								1992243	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock ⁽¹⁾	$1.15							⁽¹⁾	8/14/2023	Common Stock	784314		784314 ⁽²⁾	D
Options to Purchase Common Stock ⁽³⁾	$8.10							⁽³⁾	10/1/2025	Common Stock	26667		26667	D
Options to Purchase Common Stock ⁽⁴⁾	$3.45							⁽⁴⁾	9/13/2027	Common Stock	40000		40000	D
Warrant to Purchase Common Stock ⁽¹⁾	$6.21							⁽¹⁾	6/12/2019	Common Stock	19615		19615	D
Options to Purchase Common Stock ⁽⁵⁾	$1.62							⁽⁵⁾	9/4/2028	Common Stock	150000		150000	D
Warrant to Purchase Common Stock ⁽¹⁾	$1.42							⁽¹⁾	4/5/2021	Common Stock	129450		129450 ⁽²⁾	D
Warrant to Purchase Common Stock ⁽¹⁾	$0.77							⁽¹⁾	9/27/2024	Common Stock	558597		558597 ⁽²⁾	D
Options to Purchase Common Stock	$0.67	10/8/2019		A		175000		⁽⁶⁾	10/8/2029	Common Stock	175000	$0	175000	D

Explanation of Responses:
(1)	The warrant is fully vested and exercisable immediately.
(2)	The purchase price of the warrants was included in the purchase price of the common stock reported in Table I.
(3)	The option granted vested and became exercisable as follows: the option to purchase 2,667 shares of common stock of the Company (the "Common Stock") vested on October 1, 2015, and the balance of the option to purchase shares of Common Stock vested in twelve (12) equal installments commencing on December 31, 2015.
(4)	One-third of the shares of the Company's common stock underlying the grant vest on the first anniversary of the vesting commencement date, September 13, 2018. The remaining shares of the Company's common stock underlying the grant vest in equal monthly installments at the end of each month for two years following the initial vest.
(5)	One-third of the shares of the Company's common stock underlying the grant vest on each of the one-year, two-year and three-year anniversary of the vesting commencement date, September 4, 2018, provided that the Reporting Person provides continuous services to the Company as of each such vesting date.
(6)	The options were granted on October 8, 2019. The options will vest 1/3 on each of the one-year, two-year and three-year anniversary of the Vesting Commencement Date, provided that the Optionee provides Continuous Service to the Company as of each such vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOLUBIAK MYRON Z C/O CITIUS PHARMACEUTICALS, INC. 11 COMMERCE DRIVE, 1ST FLOOR CRANFORD, NJ 07016	X	X	President and CEO

Signatures
/s/ Alexander M. Donaldson, by power of attorney		10/10/2019
^**Signature of Reporting Person		Date

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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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