Bakker Juliet Tammenoms Form 4 Molecular Templates / PATRICK G ENRIGHT ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Longitude Capital Partners III, LLC

(Last) (First) (Middle)

2740 SAND HILL ROAD

SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Molecular Templates, Inc. [ MTEM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. 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
Common Stock	05/26/2020		J(1)		1,000,000	D	$0.00	3,199,035	I	By Longitude Venture Partners III, L.P.(2)
Common Stock	05/26/2020		J(3)		3,495	A	$0.00	3,495	I	See Footnote(4)
Common Stock	05/26/2020		J(3)		2,447	A	$0.00	2,447	I	See Footnote(5)
Common Stock	05/26/2020		J(3)		1,049	A	$0.00	1,049	I	See Footnote(6)

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 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: 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

1. Name and Address of Reporting Person^*

Longitude Capital Partners III, LLC

(Last) (First) (Middle)

2740 SAND HILL ROAD

SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Longitude Venture Partners III, L.P.

(Last) (First) (Middle)

2740 SAND HILL ROAD

SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENRIGHT PATRICK G

(Last) (First) (Middle)

2740 SAND HILL ROAD

SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tammenoms Bakker Juliet

(Last) (First) (Middle)

2740 SAND HILL ROAD

SECOND FLOOR

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Longitude Venture Partners III, L.P. ("Longitude Venture III") to its general and limited partners.

2. These shares are held by Longitude Venture III. This report is filed jointly by Longitude Capital Partners III, LLC ("Longitude Capital III"), Longitude Venture III, Patrick G. Enright ("Mr. Enright"), and Juliet Tammenoms Bakker ("Ms. Bakker"). Longitude Capital III is the general partner of Longitude Venture III and may be deemed to have voting, investment and dispositive power over the shares held by Longitude Venture III. Mr. Enright and Ms. Bakker are the managing members of Longitude Capital III and may be deemed to share voting, investment and dispositive power over the shares held by Longitude Venture III. Each of Longitude Capital III, Mr. Enright and Ms. Bakker disclaims beneficial ownership of such shares except to the extent of its, his or her pecuniary interest therein.

3. Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Longitude Capital III to its members.

4. These shares are held by a limited partnership (the "Partnership") of which the general partner is a trust (the "Trust"). Mr. Enright is the Trustee of the Trust and may be deemed to share voting, investment and dispositive power over the shares held by the Partnership. Each of the Trust and Mr. Enright disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. Each of the Reporting Persons disclaims the existence of a "group" and, other than Mr. Enright, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

5. These shares are held directly by Ms. Bakker.

6. These shares are held by a trust. Ms. Bakker is the Investment Trustee of such trust and may be deemed to share voting and dispositive power with regard to the reported shares. Ms. Bakker disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. Each of the Reporting Persons disclaims the existence of a "group" and, other than Ms. Bakker, disclaims beneficial ownership of these securities, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Patrick G. Enright, individually, and as Managing Member of Longitude Capital III, and as Managing Member of Longitude Capital III, General Partner of Longitude Venture III	05/28/2020
	/s/ Juliet Tammenoms Bakker	05/28/2020
	** Signature of Reporting Person	Date
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