Ownership Submission
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, 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 *
  CLIFT VAUGHAN LENNOX
2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2011
3. Issuer Name and Ticker or Trading Symbol
Ampio Pharmaceuticals, Inc. [AMPE]
(Last)
(First)
(Middle)
C/O AMPIO PHARMACEUTICALS, INC, 5445 DTC PARKWAY, SUITE 925
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Regulatory Affairs
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GREENWOOD VILLAGE, CO 80111
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 575,000
I
By wife

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
Stock Option (right to buy)   (1) 08/12/2020 Common Stock 365,000 $ 1.03 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CLIFT VAUGHAN LENNOX
C/O AMPIO PHARMACEUTICALS, INC
5445 DTC PARKWAY, SUITE 925
GREENWOOD VILLAGE, CO 80111
      Chief Regulatory Affairs  

Signatures

/s/ Dr. Vaughan Clift 09/22/2011
**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) The stock option vests and becomes exercisable with respect to one-third of the underlying shares on the date of grant (August 12, 2010), with respect to one third of the underlying shares on the first anniversary of the date of grant, and with respect to the remaining one-third of the underlying shares on the second anniversary of the date of grant.

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