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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Stephan Dietrich A
  2. Issuer Name and Ticker or Trading Symbol
NeuBase Therapeutics, Inc. [NBSE]
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 700 TECHNOLOGY DRIVE,, THIRD FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2020
(Street)

PITTSBURGH, PA 15219
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock               12,525 D (1)  
Common Stock 11/23/2020 11/23/2020 G V 2,547,639 D $ 0 2,547,639 I See footnote (2)
Common Stock 11/30/2020 11/30/2020 G V 1,273,819 D $ 0 2,547,639 I See footnote (3)
Common Stock 12/01/2020 12/01/2020 G V 1,273,819 D $ 0 2,547,639 I See footnote (4)
Common Stock 12/01/2020 12/01/2020 G V 1,273,820 D $ 0 1,273,819 I See footnote (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option (right to buy) $ 6.92 12/29/2020   A   164,925     (6) 12/29/2030 Common Stock 164,925 $ 0 164,925 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Stephan Dietrich A
C/O 700 TECHNOLOGY DRIVE,
THIRD FLOOR
PITTSBURGH, PA 15219
  X   X   President and CEO  

Signatures

 /s/ Dietrich Stephan   12/30/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares held by the reporting person as a tenant by the entirety with his spouse.
(2) This transaction involved a gift of securities by the reporting person to a revocable trust in which the reporting person is the grantor, trustee and sole beneficiary.
(3) This transaction involved a gift of securities by the reporting person to a revocable trust in which the spouse of the reporting person is the trustee and sole beneficiary.
(4) This transaction involved a gift of securities by the reporting person to an irrevocable trust in which the spouse of the reporting person is the investment trustee, and the spouse and the descendants of the reporting person are the beneficiaries of such irrevocable trust. It also involved a gift of securities by the reporting person's spouse to an irrevocable trust in which the reporting person is the investment trustee, and the reporting person and the descendants of the reporting person's spouse are the beneficiaries of such irrevocable trust.
(5) These shares are indirectly beneficially owned through the irrevocable trusts described immediately above.
(6) 25% of the total shares shall vest on the first anniversary of December 29, 2020, and the remaining shares shall vest on an equal monthly basis over the following 36 months.

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