Moleculin Biotech Inc.

11/06/2024 | Press release | Distributed by Public on 11/06/2024 19:03

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 *
PICKER DONALD H
2. Issuer Name and Ticker or Trading Symbol
Moleculin Biotech, Inc. [MBRX] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Science Officer
(Last) (First) (Middle)
C/O MOLECULIN BIOTECH, INC., 5300 MEMORIAL DR., SUITE 950 		3. Date of Earliest Transaction (Month/Day/Year)
10/25/2024
(Street)
HOUSTON, TX 77007 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(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) $2.45 11/04/2024 A 40,000 (1) 11/04/2034 Common Stock 40,000 (2) 66,358 D
Restricted Stock Units (3) 11/04/2024 A 35,000 (4) (4) Common Stock 35,000 (2) 101,358 D
Performance Based Restricted Stock Units (3) 10/25/2024 A 5,744 (5) 12/29/2033 Common Stock 5,744 (2) 107,102 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PICKER DONALD H
C/O MOLECULIN BIOTECH, INC.
5300 MEMORIAL DR., SUITE 950
HOUSTON, TX 77007 		Chief Science Officer

Signatures

/s/ Jonathan P. Foster 11/06/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The stock option set forth in this table vests in four equal annual installments beginning on the first anniversary of the Transaction Date, subject to the grantee's continued service to the Company on each vesting date.
(2) Issued in connection with the reporting person's employment with the Company.
(3) Each restricted stock unit represents a contingent right to receive one shares of Company common stock.
(4) The restricted stock units set forth in this table vests in four equal annual installments beginning on the first anniversary of the Transaction Date, subject to the grantee's continued service to the Company on each vesting date.
(5) On December 29, 2023, the Board approved this performance based restricted stock unit, subject to shareholder approval of the stock plan. The performance based restricted stock units set forth in this table will vest only upon both (A) the approval of the Plan Amendment by the Company stockholders; and (B) the first of the following to occur: (a) a licensing transaction with a valuation, at the time, in excess of $150 million, which valuation shall be determined by the Board; (b) the filing of a new drug application; or (c) upon a Change in Control (as defined in the Plan), in each case subject to the respective executive officer's continued service with the Company at each such vesting date.
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.