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 *
Ramasastry Saira
   2. Issuer Name and Ticker or Trading Symbol
REPROS THERAPEUTICS INC. [RPRX] 		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)
316 GOLDEN HILL DR.		 3. Date of Earliest Transaction (Month/Day/Year)
01/29/2018
(Street)

PORTOLA VALLEY, CA 94028		 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 01/29/2018   U   12,221 D $ 0.67 27,779 D  
Common Stock 01/31/2018   D   27,779 D $ 0.67 (1) (2) 0 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
Stock Option $ 0.32 01/31/2018   D     5,000   (3)(4) 09/15/2027 Common Stock 5,000 (3) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ramasastry Saira
316 GOLDEN HILL DR.
PORTOLA VALLEY, CA 94028		   X      

Signatures

 /s/ Katherine A. Anderson, Attorney-in-fact   01/31/2018
**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) Consists of restricted stock units. Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated December 11, 2018, by and among Repros Therapeutics Inc. (the "Issuer"), Allergan Sales, LLC ("Parent") and Celestial Merger Sub, Inc. ("Purchaser"), pursuant to which Purchaser was merged with and into Issuer (the "Merger"), each outstanding restricted stock unit and any associated rights to the issuance of shares of the Issuer's common stock, par value $0.001 per share (the "Shares") upon the achievement of Issuer performance goals (the "Issuer RSUs") under the Issuer's equity plans that was not then vested was cancelled, (continued in Footnote 2)
(2) (continued from Footnote 1) and the holder of such cancelled Issuer RSUs became entitled to receive, in exchange therefor, an amount in cash equal to the product of (x) the total number of Shares subject to (or deliverable under) such Issuer RSUs immediately prior to the effective time of the Merger (the "Effective Time") (determined after giving effect to the accelerated vesting and deemed achievement at maximum applicable performance levels) multiplied by (y) $0.67 in cash (the "Closing Amount"). These restricted stock units were fully vested immediately prior to the Effective Time.
(3) Pursuant to the terms of the Merger Agreement, each option to purchase Shares (a "Company Option") that was then outstanding and unexercised, whether or not vested and which had a per-Share exercise price less than the Closing Amount (each, an "In the Money Option"), was cancelled and converted into the right to receive (i) a cash payment equal to (A) the excess, if any, of (x) the Closing Amount over (y) the exercise price payable per Share under such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time. At the Effective Time, each Company Option other than an In the Money Option that was then outstanding and unexercised, whether or not vested (each, an "Out of the Money Option"), was cancelled at the Effective Time without any consideration payable therefor.
(4) The Shares subject to this option were fully vested immediately prior to the Effective Time.

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