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

OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person *   RATOFF STEVEN B 2. Date of Event Requiring Statement (Month/Day/Year) 02/11/2014 3. Issuer Name and Ticker or Trading Symbol EAGLE PHARMACEUTICALS, INC. [EGRX] (Last) (First) (Middle) C/O EAGLE PHARMACEUTICALS, INC., 50 TICE BLVD., SUITE 315 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) WOODCLIFF LAKE, NJ 07677 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 9,360 D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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
Series B-1 Convertible Preferred Stock	  (1)	  (2)	Common Stock	8,571 (3)	$ 0	D	Â
Series C Convertible Preferred Stock	  (1)	  (2)	Common Stock	1,443 (3)	$ 0	D	Â
Stock Option (right to buy)	  (4)	03/06/2018	Common Stock	2,340	$ 0.9	D	Â
Stock Option (right to buy)	  (4)	03/06/2019	Common Stock	2,340	$ 4.04	D	Â
Stock Option (right to buy)	  (5)	03/06/2020	Common Stock	2,340	$ 8.78	D	Â
Stock Option (right to buy)	  (6)	07/12/2021	Common Stock	2,340	$ 8.78	D	Â
Stock Option (right to buy)	  (7)	07/21/2022	Common Stock	2,340	$ 8.78	D	Â
Stock Option (right to buy)	  (8)	04/19/2023	Common Stock	2,340	$ 4.42	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RATOFF STEVEN B C/O EAGLE PHARMACEUTICALS, INC. 50 TICE BLVD., SUITE 315 WOODCLIFF LAKE, NJ 07677	  X	Â	Â	Â

Signatures

/s/ Scott Tarriff, Attorney-In-Fact		02/11/2014
**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)	Immediately convertible. The Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock and Series C Convertible Preferred stock automatically convert into shares of Issuer's common stock immediately prior to the completion of Issuer's initial public offering.
(2)	The expiration date is not relevant to the conversion of these securities.
(3)	Reflects a 1-for-6.41 reverse stock split, pursuant to which each share of preferred stock became convertible into 1/6.41 of a share of common stock.
(4)	These shares are fully vested and immediately exercisable.
(5)	25% of the shares subject to the option vest on March 6, 2011 and the remainder shall vest in equal annual installments over a period of three years.
(6)	25% of the shares subject to the option vest on July 12, 2012 and the remainder shall vest in equal annual installments over a period of three years.
(7)	25% of the shares subject to the option vest on July 12, 2013 and the remainder shall vest in equal annual installments over a period of three years.
(8)	25% of the shares subject to the option vest on April 19, 2014 and the remainder shall vest in equal annual installments over a period of three years.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.