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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Backenroth Samuel
2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2013
3. Issuer Name and Ticker or Trading Symbol
Ohr Pharmaceutical Inc [OHRP]
(Last)
(First)
(Middle)
489 5TH AVE., 28TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO & VP of Bus. Development
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10017
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 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, par value $0.0001 per share 4,699
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option 04/12/2010 04/12/2015 Common Stock 40,000 $ 1.5 D  
Option   (1) 04/12/2015 Common Stock 26,667 $ 1.5 D  
Option 03/09/2012 03/09/2017 Common Stock 33,334 $ 1.71 D  
Option   (2) 03/09/2017 Common Stock 100,001 $ 1.71 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Backenroth Samuel
489 5TH AVE., 28TH FLOOR
NEW YORK, NY 10017
      CEO & VP of Bus. Development  

Signatures

/s/ Samuel Backenroth 06/24/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These options to purchase shares of common stock of the Issuer are exercisable over a four year period with 1/4 of the options granted vesting on an anual basis commencing on April 12, 2011.
(2) These options to purchase shares of common stock of the Issuer are exercisable over a three year period with 1/3 of the options granted vesting on an annual basis commencing on March 9, 2013.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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