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 *   Opaleye GP LLC 2. Date of Event Requiring Statement (Month/Day/Year) 12/24/2013 3. Issuer Name and Ticker or Trading Symbol Retrophin, Inc. [RTRX] (Last) (First) (Middle) 9B RUSSELL STREET 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) CAMBRIDGE, MA 02140 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 2,097,671 I See Footnote (1)

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
Warrants	  (2)	  (2)	Common Stock	250,000	$ 3.6	I	See Footnote (1)
Warrants	  (3)	  (3)	Common Stock	116,666	$ 6	I	See Footnote (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Opaleye GP LLC 9B RUSSELL STREET CAMBRIDGE, MA 02140	Â	  X	Â	Â

Signatures

James Silverman, Managing Member of Opaleye GP LLC		01/03/2014
**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)	Securities reported herein for Opaleye GP LLC (the "LLC") represent common stock and warrants beneficially owned and held of record by one private investment fund, Opaleye, L.P. (the "Fund"). The LLC is the general partner of the Fund. James Silverman is the sole member and manager of the LLC. The LLC and the Fund (the "Reporting Persons") are each beneficial owners and each have an address of 9B Russell Street, Cambridge, MA 02140. The Reporting Persons disclaim beneficial ownership, within the meaning of Section 16 of the Securities Exchange Act of 1934, or otherwise of such portion of the common stock and the warrants in which the Reporting Persons have no actual pecuniary interest therein.
(2)	These warrants are exercisable at any time and have an expiration date of February 12, 2018.
(3)	These warrants are exercisable at any time and have an expiration date of August 16, 2018.

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