Mateon Therapeutics
MATEON THERAPEUTICS INC (Form: 4, Received: 06/12/2017 20:31:57)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SANDAGE BOBBY W. JR., PHD.
2. Issuer Name and Ticker or Trading Symbol

MATEON THERAPEUTICS INC [ MATN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MATEON THERAPEUTICS, INC., 701 GATEWAY BLVD., SUITE 210
3. Date of Earliest Transaction (MM/DD/YYYY)

6/9/2017
(Street)

SOUTH SAN FRANCISCO, CA 94080
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $0.51   6/9/2017     A      121483   (1)        (2) 6/9/2023   Common Stock   121483   $0.00   121483   D    

Explanation of Responses:
(1)  Dr. Sandage was awarded options to purchase shares of Mateon Therapeutics, Inc. common stock, $0.01 par value per share (the "Stock Options"), in connection with his service as a member of the Board of Directors pursuant to the Mateon Therapeutics, Inc. 2015 Equity Incentive Plan and the Amended and Restated Non-Employee Director Compensation Policy.
(2)  The Stock Options will vest in full on June 9, 2018, subject to Dr. Sandage's continued service on the Board of Directors as of such date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SANDAGE BOBBY W. JR., PHD.
C/O MATEON THERAPEUTICS, INC.
701 GATEWAY BLVD., SUITE 210
SOUTH SAN FRANCISCO, CA 94080
X



Signatures
/s/ Megan N. Gates, attorney-in-fact 6/12/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
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