CytomX Therapeutics (CTMX) Form 4/A CytomX Therapeutics / MARCIA BELVIN 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^*

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/06/2025

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 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	02/04/2025		A		35,000(1)(2)	A	$0	210,648(1)	D
Common Stock	02/04/2025		A		57,500(3)	A	$0	268,148(1)(4)	D

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
Stock Option (Right to Buy)	$0.864	02/04/2025		A		150,000(1)		(5)	02/03/2035	Common Stock	150,000(1)	$0	150,000(1)	D
Stock Option (Right to Buy)	$0.864	02/04/2025		A		115,000		(6)	02/03/2035	Common Stock	115,000	$0	115,000	D

Explanation of Responses:

1. The Form 4 filed by the Reporting Person on February 6, 2025 incorrectly reflected the number of securities acquired in Box 4 of Table I and Box 5 of Table II and consequently the amount beneficially owned reflected in Box 5 of Table I and Box 9 of Table II. The number of securities acquired and the amount beneficially owned following reported transactions has been adjusted in this Form 4/A to correct the aforementioned errors. Except as otherwise noted in this footnote, all other information disclosed in the Reporting Person's original Form 4 was accurately reported.

2. Constitute restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 1/3rd of the RSUs vest annually on March 15 of each year, with the first 1/3rd vesting on March 15, 2026, subject to the Reporting Person continuing as a service provider through each such date.

3. Constitute RSUs for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 50% of the RSUs vest annually on March 15 of each year, with the first 50% vesting on March 15, 2026, subject to the Reporting Person continuing as a service provider through each such date.

4. Includes 201,666 RSUs.

5. 1/48th of the shares subject to the option vest on each monthly anniversary measured from February 4, 2025 (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.

6. 1/24th of the shares subject to the option vest on each monthly anniversary measured from the Vesting Commencement Date, such that 100% of the shares subject to the option will be fully vested and exercisable on the second anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.

	/s/ Lloyd Rowland, as Attorney-in-Fact for Marcia Belvin	02/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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