Edgar Filing: CAPRICOR THERAPEUTICS, INC.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 ^*

Kazam Joshua A

2. Issuer Name and Ticker or Trading Symbol
CAPRICOR THERAPEUTICS, INC. [CAPR]

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 TWO RIVER GROUP HOLDINGS, LLC, 689 FIFTH AVENUE, 12TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
11/13/2013

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/13/2013		J⁽¹⁾		50 ⁽¹⁾	A	⁽¹⁾	29,113 ⁽⁶⁾	D
Common Stock	11/20/2013		J⁽²⁾		1,875 ⁽²⁾	A	⁽²⁾	30,988 ⁽⁶⁾	D
Common Stock								12,276 ⁽⁶⁾	I	By Kazam Family Trust
Common Stock								3,310 ⁽⁶⁾	I	By Spouse for Minor Child ⁽³⁾
Common Stock								3,310 ⁽⁶⁾	I	By Kash Family Foundation ⁽⁴⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Warrant (right to buy)

$ 62.5 ⁽⁷⁾

11/13/2013

988 ⁽⁶⁾

07/07/2009

07/07/2014

Common Stock

988 ⁽⁶⁾

⁽¹⁾

Warrant (right to buy)

$ 85.5 ⁽⁷⁾

11/13/2013

988 ⁽⁶⁾

07/07/2009

07/07/2014

Common Stock

988 ⁽⁶⁾

⁽¹⁾

Warrant (right to buy)

$ 114 ⁽⁷⁾

11/13/2013

1,976 ⁽⁶⁾

07/07/2009

07/07/2014

Common Stock

1,976 ⁽⁶⁾

⁽¹⁾

Warrant (right to buy)

$ 68.75 ⁽⁷⁾

11/13/2013

633 ⁽⁶⁾

07/15/2009

07/15/2019

Common Stock

633 ⁽⁶⁾

⁽¹⁾

Warrant (right to buy)

$ 25 ⁽⁷⁾

11/20/2013

1,875 ⁽⁶⁾

⁽⁵⁾

Common Stock

1,875 ⁽⁶⁾

⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kazam Joshua A C/O TWO RIVER GROUP HOLDINGS, LLC 689 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10022	X

Signatures

/s/ Linda Marban, as Attorney-in-Fact		01/27/2014
^**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)	The warrants issued in 2009 were cancelled in exchange for the reported number of shares of Common Stock of the Issuer.
(2)	The warrants issued in 2012 were cancelled in exchange for the reported number of shares of Common Stock of the Issuer.
(3)	Held by Reporting Person's spouse as custodian for the benefit of their minor child under the Uniform Gift to Minors Act. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these shares for purposes of Section 16 or any other purpose.
(4)	The Reporting Person is the Co-Trustee of the Kash Family Foundation and he and the co-trustee have the ability to vote and dispose of the shares held by the Trust. However, the Reporting Person has no pecuniary interest in the shares held by the Foundation.
(5)	The warrants were exercisable for a period of five years beginning on the earlier of (i) the date on which a registration statement under the Securities Act of 1933, as amended, covering the shares of common stock issuable upon exercise of the warrants and the subsequent resale of such shares is declared effective by the Securities and Exchange Commission, and (ii) one year and one day after issuance.
(6)	On November 20, 2013, the Issuer effected a 1:50 reverse split of its Common Stock. These numbers reflect the number of shares of Common Stock on a post-reverse stock split basis.
(7)	Represents the exercise price of the warrants as adjusted to reflect the 1:50 reverse stock split that occurred on November 20, 2013.
Remarks: Exhibit 24 - Power of Attorney

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