General statement of acquisition of beneficial ownership

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

ProPhase Labs, Inc.

(Name of Issuer)

Common Stock, par value $0.0005 per share

(Title of Class of Securities)

74345W 10 8

(CUSIP Number)

Herbert Kozlov, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, New York 10022

(212) 521-5400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 17, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

CUSIP No: 74345W 10 8

1.

NAME OF REPORTING PERSON:

Mark Leventhal

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(See Instructions):

(a) [  ]

(b) [  ]

3.

SEC USE ONLY

4.

SOURCE OF FUNDS (See Instructions)

PF

5.

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):

[  ]

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

Number of
Shares
Beneficially
Owned by
Each
Reporting

Person With
7. Sole Voting Power
832,180
8. Shared Voting Power
180,000 (1)
9. Sole Dispositive Power
832,180
10. Shared Dispositive Power
180,000 (1)

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,012,180 shares of common stock (1)

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[X]

13.

Percent of Class Represented by Amount in Row (11)

6.2% (2)

14.

Type of Reporting Person (See Instructions)

IN

(1) Includes 180,000 shares held by the Mark S & Donna R Leventhal Family Foundation Inc., a charitable foundation controlled by the reporting person and his wife. The reporting person disclaims beneficial ownership of such 180,000 shares of common stock except to the extent of his pecuniary interest therein.

(2) Calculated based on 16,330,776 shares of common stock outstanding as of August 12, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended June 30, 2015, filed on August 12, 2015.

Item 1. Security and Issuer.

This Statement of Beneficial Ownership on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.0005 per share (“Common Stock”), of ProPhase Labs, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 621 North Shady Retreat Road, Doylestown, PA 18901.

Item 2. Identity and Background.

This Schedule 13D is being filed by Mark Leventhal (the “Reporting Person”). The address of the Reporting Person is 621 North Shady Retreat Road, Doylestown, PA 18901. The Reporting Person is a United States citizen. The Reporting Person is currently a Director of the Issuer and his principal occupation is as a real estate investor. The Reporting Person has not, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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Other recent filings from the company include the following:

ProPhase Labs's Chief Financial Officer just picked up 360,000 shares - Sept. 15, 2017
Tender offer statement by Issuer - Aug. 25, 2017
Departure of Directors or Certain - Aug. 24, 2017

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