CytomX Therapeutics (CTMX) Form 3 CytomX Therapeutics / MARCIA BELVIN 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

BELVIN MARCIA

(Last) (First) (Middle)

C/O CYTOMX THERAPEUTICS, INC.

151 OYSTER POINT BLVD., STE. 400

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2023

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)
SVP, Chief Scientific 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	80,820(1)	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
Performance Stock Units (PSUs)	(2)	(2)	Common Stock	11,250	(2)	D
Performance Stock Units (PSUs)	(3)	(3)	Common Stock	22,500	(3)	D
Performance Stock Units (PSUs)	(4)	(4)	Common Stock	75,000	(4)	D
Stock Option (Right to Buy)	(5)	04/29/2028	Common Stock	50,000	26.3	D
Stock Option (Right to Buy)	(5)	02/27/2029	Common Stock	17,740	11.22	D
Stock Option (Right to Buy)	(6)	02/13/2030	Common Stock	34,000	7.13	D
Stock Option (Right to Buy)	(7)	10/04/2030	Common Stock	40,000	7.02	D
Stock Option (Right to Buy)	(8)	02/25/2031	Common Stock	150,000	7.85	D
Stock Option (Right to Buy)	(9)	10/23/2031	Common Stock	30,000	5.34	D
Stock Option (Right to Buy)	(10)	02/01/2032	Common Stock	135,000	4.13	D
Stock Option (Right to Buy)	(11)	08/09/2032	Common Stock	135,000	1.59	D
Stock Option (Right to Buy)	(12)	02/01/2033	Common Stock	100,000	2.59	D

Explanation of Responses:

1. Includes 56,875 restricted stock units.

2. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. 22,500 PSUs originally granted on October 24, 2021. 50% of the PSUs vested upon achievement of a certain performance-based milestone on July 19, 2022 and the remaining 50% of the PSUs vest upon achievement of a certain performance-based milestone within 2 years from grant date.

3. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. 50% of the PSUs vest upon achievement of a certain performance-based milestone by 12/31/2023 and 50% of the PSUs vest upon achievement of a certain performance-based milestone by 12/31/2024.

4. Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. 50% of the PSUs vest upon the achievement of each of two clinical milestones.

5. The shares subject to the option are fully vested and exercisable.

6. 1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2020 (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.

7. 1/48th of the shares subject to the option vest on each monthly anniversary measured from October 5, 2020 (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 February 26, 2021 (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. 1/48th of the shares subject to the option vest on each monthly anniversary measured from October 24, 2021 (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.

10. 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 2, 2022 (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.

11. 1/36th of the shares subject to the option vest on each monthly anniversary measured from August 10, 2022 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.

12. 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 2, 2023 (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 continuing as a service provider through each such date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Lloyd Rowland, as Attorney-in-Fact for Marcia Belvin	03/29/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.