Morenstein Scott D Form 4 Molecular Templates / Scott D Morenstein 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^*

Morenstein Scott D

(Last) (First) (Middle)

C/O CAXTON ALTERNATIVE MANAGEMENT LP

1330 6TH AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10019

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2018

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	09/25/2018		P		545,454	A	$5.5	1,559,241	I(1)	By CDK Associates, L.L.C.(1)

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^*

Morenstein Scott D

(Last) (First) (Middle)

C/O CAXTON ALTERNATIVE MANAGEMENT LP

1330 6TH AVENUE, 20TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CDK ASSOCIATES, L.L.C.

(Last) (First) (Middle)

C/O CAXTON CORPORATION, 731

ALEXANDER ROAD, BUILDING #2, SUITE 500

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CAXTON CORP

(Last) (First) (Middle)

731 ALEXANDER ROAD, BUILDING #2,

SUITE 500

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Kovner Bruce

(Last) (First) (Middle)

C/O CAXTON CORPORATION, 731

ALEXANDER ROAD, BUILDING #2. SUITE 500

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

Explanation of Responses:

1. These shares are held by CDK Associates, L.L.C. and may be deemed to be beneficially owned by (i) Scott Morenstein, a Managing Director of Caxton Alternative Management LP, the investment manager of CDK Associates, L.L.C., (ii) Caxton Corporation, the manager of CDK Associates, LLC and (iii) Bruce Kovner, the chairman and sole shareholder of Caxton Corporation. Scott Morenstein serves as a director of the Issuer. Caxton Corporation, Bruce Kovner and CDK Associates, L.L.C. may be considered directors by deputization due to their affiliation with Scott Morenstein. Each Reporting Person disclaims beneficial ownership of these shares except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Scott Morenstein	09/27/2018
	CDK Associates, L.L.C., By: Caxton Corporation, its Manager, By: /s/ Heath Weisberg, General Counsel	09/27/2018
	Caxton Corporation, By: /s/ Heath Weisberg, General Counsel	09/27/2018
	Bruce Kovner, By: /s/ Heath Weisberg, Attorney-in-Fact	09/27/2018
	** 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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