Shaffer Christy L Form 3 G1 Therapeutics / CHRISTY L SHAFFER ownership change

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

SHAFFER CHRISTY L

(Last) (First) (Middle)

C/O G1 THERAPEUTICS, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2017

3. Issuer Name and Ticker or Trading Symbol
G1 Therapeutics, Inc. [ GTHX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of 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

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)

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: 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
Series B Preferred Stock	(1)	(2)	Common Stock	57,443	(3)	I	See Footnote(4)
Series C Preferred Stock	(1)	(2)	Common Stock	42,070	(5)	I	See Footnote(4)

Explanation of Responses:

1. These shares are convertible into the Issuer's common stock in accordance with the Issuer's Fifth Amended and Restated Certificate of Incorporation, as amended, at any time after the issuance of such shares, at the holder's election.

2. Not applicable.

3. The shares of preferred stock shall convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Fifth Amended and Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series B Preferred Stock will convert on a 1-for-3.0 basis and such conversion rate is reflected in the amount of common stock underlying the security.

4. The Reporting Person is one of the general partners of Hatteras Venture Advisors V, LLC, which is the general partner of L2 Ventures, LLC. L2 Ventures, LLC is the record holder of the securities, and the Reporting Person may be deemed to share voting and dispositive power over the securities held by L2 Ventures, LLC. The Reporting Person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

5. The shares of preferred stock shall convert into common stock upon the closing of the Issuer's initial public offering using a calculation defined in the Issuer's Fifth Amended and Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series C Preferred Stock will convert on a 1-for-3.0 basis and such conversion rate is reflected in the amount of common stock underlying the security.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Caroline G. Gammill, attoney-in-fact	05/16/2017
	** 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 5 (b)(v).
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