UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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* Includes 152.557 shares of Series C-1² Convertible Preferred Stock beneficially owned by the Reporting Person.  The Series C-1² Convertible Preferred Stock is convertible into common stock at a rate 1,724.04 shares of common stock for each share of Series C-1² Convertible Preferred Stock.

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* Includes 152.557 shares of Series C-1² Convertible Preferred Stock directly owned by the Reporting Person.  The Series C-1² Convertible Preferred Stock is convertible into common stock at a rate 1,724.04 shares of common stock for each share of Series C-1² Convertible Preferred Stock.

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* Includes 152.557 shares of Series C-1² Convertible Preferred Stock beneficially owned by the Reporting Person.  The Series C-1² Convertible Preferred Stock is convertible into common stock at a rate 1,724.04 shares of common stock for each share of Series C-1² Convertible Preferred Stock.

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Item 3.

If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

	(a)	[_]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[_]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[_]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[_]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	[_]	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	[_]	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	[_]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	[_]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
	(i)	[_]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[_]	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	[_]	Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		RTW Investments, LLC – 1,327,261 RTW Master Fund, Ltd. – 1,327,261 Roderick Wong – 1,327,261
	(b)	Percent of class:
		RTW Investments, LLC – 8.6% RTW Master Fund, Ltd. – 8.6% Roderick Wong – 8.6%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote		,
			RTW Investments, LLC – 0 RTW Master Fund, Ltd. – 0 Roderick Wong – 0
		(ii)	Shared power to vote or to direct the vote		,
			RTW Investments, LLC – 1,327,261 RTW Master Fund, Ltd. – 1,327,261 Roderick Wong – 1,327,261
		(iii)	Sole power to dispose or to direct the disposition of		,
			RTW Investments, LLC – 0 RTW Master Fund, Ltd. – 0 Roderick Wong – 0
		(iv)	Shared power to dispose or to direct the disposition of		.
			RTW Investments, LLC – 1,327,261 RTW Master Fund, Ltd. – 1,327,261 Roderick Wong – 1,327,261

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

* The Reporting Person disclaims beneficial ownership in the common stock reported herein except to the extent of his pecuniary interest therein.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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Exhibit A

AGREEMENT

The undersigned agree that this Amendment No. 5 to Schedule 13G dated February 17, 2015 relating to the Common Stock, $0.0001 par value per share, of La Jolla Pharmaceutical Company shall be filed on behalf of the undersigned.