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 *
CASAMENTO CHARLES J
  2. Issuer Name and Ticker or Trading Symbol
RELMADA THERAPEUTICS, INC. [RLMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O RELMADA THERAPEUTICS, INC., 880 THIRD AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/24/2019
(Street)

NEW YORK, NY 10022
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 12/24/2019   M   46,484 A $ 3.24 46,484 D  
Common Stock 12/24/2019   M   21,094 A $ 4.6 67,578 D  
Common Stock 12/24/2019   F   3,706 (1) D $ 40.64 63,872 D  
Common Stock 12/24/2019   F   2,388 (2) D $ 40.64 61,484 (3) D  

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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
Options to purchase common stock $ 3.24 12/24/2019   M     46,484 10/20/2017(4) 12/26/2019 Common Stock 3,706 $ 0 59,766 D  
Options to purchase common stock $ 4.60 12/24/2019   M     21,094 12/20/2018(5) 12/26/2019 Common Stock 2,388 $ 0 91,406 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CASAMENTO CHARLES J
C/O RELMADA THERAPEUTICS, INC.
880 THIRD AVENUE, 12TH FLOOR
NEW YORK, NY 10022
  X      

Signatures

 /s/ Charles J. Casamento   12/27/2019
**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) Reflects 3,706 shares withheld at the market price of $40.64 per share to fund the cashless exercise of 46,484 options owned by Mr. Casamento, which cashless exercise was approved by the Board of Directors.
(2) Reflects 2,388 shares withheld at the market price of $40.64 per share to fund the cashless exercise of 21,094 options owned by Mr. Casamento, which cashless exercise was approved by the Board of Directors.
(3) The shares of common stock held by Mr. Casamento remain subject to the terms of the Lock-Up Agreement, dated November 21, 2019, between Mr. Casamento and Jefferies LLC, as representative of the several underwriters listed on Schedule A to the Underwriting Agreement, dated December 3, 2019, by and among Jefferies LLC, SVB Leerink LLC and Relmada Therapeutics, Inc.
(4) The options vest from the date of grant in equal quarterly increments of 6.25% over a four year period.
(5) The options vest from the date of grant in equal quarterly increments of 6.25% over a four year period.

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