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 *
Schinazi Raymond F
  2. Issuer Name and Ticker or Trading Symbol
Cocrystal Pharma, Inc. [COCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
19805 NORTH CREEK PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
11/25/2014
(Street)

BOTHELL, WA 98011
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

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
Series A Convertible Preferred Stock (1) (2) 11/25/2014   A   798,747     (2)   (1) Common Stock (2) (1) (2) 798,747 (2) D  
Stock Options (Right to Buy) $ 0.05 11/25/2014   A   1,706,978     (3) 01/02/2018 Common Stock 1,706,978 (4) (1) 1,706,978 (4) D  
Stock Options (Right to Buy) $ 0.15 11/25/2014   A   1,706,978     (3) 11/04/2021 Common Stock 1,706,978 (4) (1) 1,706,978 (4) D  
Stock Options (Right to Buy) $ 0.15 11/25/2014   A   1,706,978     (5) 07/01/2023 Common Stock 1,706,978 (4) (1) 1,706,978 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Schinazi Raymond F
19805 NORTH CREEK PARKWAY
BOTHELL, WA 98011
  X   X    

Signatures

 /s/ Raymond F. Schinazi   12/05/2014
**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) On November 25, 2014, the issuer merged with RFS Pharma, LLC., a privately-held corporation ("RFS"). Holders of RFS's securities received shares of the issuer's Series A Preferred Stock ("Series A") as merger consideration and the issuer assumed options of certain RFS members to purchase RFS securities. The reporting person, a former principal security holder of RFS, acquired these securities in connection with the merger. The closing price of the issuer's common stock on the OTCBB on November 25, 2014 was $0.53. The shares of Series A do not have an expiration date.
(2) Each share of Series A automatically converts into 340.760802 shares of common stock (the "Conversion Ratio") upon the issuer increasing its authorized capital in order to permit the full conversion of all of the issuer's outstanding preferred stock. The Conversion Ratio is subject to adjustment in the event that the issuer issues any stock options to senior executives of the issuer from the Transaction Date through the date the issuer increases its authorized capital. In addition, the Conversion Ratio is subject to successive increases in the event the issuer does not increase its authorized capital by certain dates.
(3) The options are fully vested.
(4) Pursuant to a stockholder rights agreement between the issuer and the reporting person, the number of options granted is subject to adjustment in the event that the issuer issues any stock options to senior executives of the issuer from the Transaction Date through the date the issuer increases its authorized capital.
(5) The options vest in equal annual increments over four years, beginning July 1, 2014, of which 426,745 options are currently vested.

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