CytomX Therapeutics (CTMX) Form 3 CytomX Therapeutics / DEBANJAN RAY 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^*

RAY DEBANJAN

(Last) (First) (Middle)

C/O CYTOMX THERAPEUTICS, INC.

151 OYSTER POINT BLVD., SUITE 400

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/15/2017

3. Issuer Name and Ticker or Trading Symbol
CytomX Therapeutics, Inc. [ CTMX ]

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

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

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)
Common Stock	21,928	D

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
Stock Option (Right to Buy)	(1)	09/13/2021	Common Stock	34,485	1.1339	D
Stock Option (Right to Buy)	(2)	12/10/2023	Common Stock	33,225	1.2599	D
Stock Option (Right to Buy)	(3)	02/27/2024	Common Stock	19,510	1.4489	D
Stock Option (Right to Buy)	(4)	05/06/2025	Common Stock	30,640	4.4728	D
Stock Option (Right to Buy)	(5)	07/20/2025	Common Stock	85,938	6.6147	D
Stock Option (Right to Buy)	(6)	08/25/2025	Common Stock	41,090	6.6147	D
Stock Option (Right to Buy)	(7)	01/20/2026	Common Stock	45,000	14.46	D
Stock Option (Right to Buy)	(8)	01/24/2027	Common Stock	97,500	11.94	D
Stock Option (Right to Buy)	(9)	05/12/2027	Common Stock	30,000	14.62	D

Explanation of Responses:

1. 100% of the shares subject to the option are fully vested and exercisable.

2. This option vests in 48 substantially equal monthly installments starting on July 31, 2013, with each additional installment vesting on the last day of each month thereafter, subject to the Reporting Person's continued service to the Issuer through each such date.

3. This option vests in 48 substantially equal monthly installments starting on February 28, 2014, with each additional installment vesting on the last day of each month thereafter, subject to the Reporting Person's continued service to the Issuer through each such date.

4. This option vests in 48 substantially equal monthly installments starting on January 31, 2015, with each additional installment vesting on the last day of each month thereafter, subject to the Reporting Person's continued service to the Issuer through each such date.

5. This option vests in 48 substantially equal monthly installments starting on July 1, 2015, with each additional installment vesting on the last day of each month thereafter, subject to the Reporting Person's continued service to the Issuer through each such date.

6. This option vests in 48 substantially equal monthly installments starting on August 28, 2015, with each additional installment vesting on the last day of each month thereafter, subject to the Reporting Person's continued service to the Issuer through each such date.

7. 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2016 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.

8. 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2017 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.

9. This option vests in 48 substantially equal monthly installments starting on May 15, 2017, subject to the Reporting Person's continued service to the Issuer through each such date.

	/s/ Cynthia J. Ladd, as Attorney-in-Fact for Debanjan Ray	05/18/2017
	** 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).
** 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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