Goeltz II Robert C. Form 3 CytomX Therapeutics / II Robert C. Goeltz 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^*

Goeltz II Robert C.

(Last) (First) (Middle)

343 OYSTER POINT BLVD.

SUITE 100

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2015

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)

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
Employee Stock Option (right to buy)	(1)	05/06/2025	Common Stock	247,675	4.4728	D
Employee Stock Option (right to buy)	(2)	08/25/2025	Common Stock	95,878	6.6147	D

Explanation of Responses:

1. This option vests 25% on May 4, 2016, and the remaining 75% vests in 36 substantially equal monthly installments thereafter, with each additional installment vesting on the last day of the month, except the final installment, which shall vest on May 4, 2019.

2. This option vests in 48 substantially equal monthly installments starting on August 28, 2015, with each additional installment vesting on the last day of the month starting in September 2015.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Cynthia J. Ladd, attorney-in-fact	10/07/2015
	** 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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