Hatteras Venture Partners IV SBIC Form 4 G1 Therapeutics / Douglas MD Reed 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^*

Thorp Clay

(Last) (First) (Middle)

C/O G1 THERAPEUTICS, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
G1 Therapeutics, Inc. [ GTHX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2018

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	05/21/2018		S		29,005	D	$51.1604(1)	4,046,206	I	See Footnotes(2)(3)(4)
Common Stock	05/21/2018		S		1,595	D	$51.0589(1)	4,044,611	I	See Footnotes(2)(4)(5)
Common Stock	05/21/2018		S		474	D	$52.13(6)	4,044,137	I	See Footnotes(4)(5)(7)
Common Stock	05/21/2018		S		26	D	$52.13(6)	4,044,111	I	See Footnotes(4)(7)(8)
Common Stock	05/22/2018		S		5,592	D	$50.8593(9)	4,038,519	I	See Footnotes(4)(8)(10)
Common Stock	05/22/2018		S		308	D	$50.6851(9)	4,038,211	I	See Footnotes(4)(10)(11)
Common Stock	05/23/2018		S		474	D	$50.5	4,037,737	I	See Footnotes(4)(11)(12)
Common Stock	05/23/2018		S		26	D	$50.5	4,037,711	I	See Footnotes(4)(12)(13)

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^*

Thorp Clay

(Last) (First) (Middle)

C/O G1 THERAPEUTICS, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hatteras Venture Advisors IV SBIC, LLC

(Last) (First) (Middle)

C/O G1 THERAPEUTICS, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hatteras Venture Partners IV SBIC, LP

(Last) (First) (Middle)

C/O G1 THERAPEUTICS, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

INGRAM ROBERT ALEXANDER

(Last) (First) (Middle)

C/O G1 THERAPEUTICS, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crumpler John

(Last) (First) (Middle)

C/O G1 THERAPEUTICS, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEE KENNETH B JR

(Last) (First) (Middle)

C/O G1 THERAPEUTICS, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Reed Douglas MD

(Last) (First) (Middle)

C/O G1 THERAPEUTICS, INC.

79 T.W. ALEXANDER DRIVE

(Street)

RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

Explanation of Responses:

1. The price represents the weighted average price with a low of $51.00 and a high of $51.755. The Reporting Persons undertake to provide G1 Therapeutics, Inc., any security holder of G1 Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 1 to this Form 4.

2. Following the reported transaction, 3,832,792 shares of the reportable securities are owned directly by Hatteras Venture Partners IV SBIC, LP ("HVP IV"). Hatteras Venture Advisors IV SBIC, LLC ("HVA IV SBIC") is the general partner of HVP IV. The securities directly held by HVP IV are indirectly held by the individual managing members of HVA IV SBIC (each, a "GP Managing Member" and collectively, the "GP Managing Members"). The GP Managing Members are John Crumpler, Clay Thorp, Ken Lee, Douglas Reed and Robert Ingram. The GP Managing Members may share voting and dispositive power over the securities directly held by HVP IV. Each GP Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any GP Managing Member is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

3. Following the reported transaction, 212,419 shares of the reportable securities are owned directly by Hatteras NC Fund, LP ("Hatteras NC"). Hatteras Venture Advisors IV, LLC ("HVA IV") is the general partner of Hatteras NC Fund, LP. The securities directly held by Hatteras NC are indirectly held by the individual managing members of HVA IV (each, a "HVA IV Managing Member" and collectively, the "HVA IV Managing Members"). The HVA IV Managing Members are John Crumpler, Clay Thorp, Ken Lee, Douglas Reed and Robert Ingram. The HVA IV Managing Members may share voting and dispositive power over the securities directly held by HVP IV. Each HVA IV Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any HVA IV Managing Member is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

4. 995 shares of the reportable securities are owned directly by Hatteras Venture Advisors V, LLC ("HVA V"). The securities directly held by HVA V are indirectly held by the individual managing members of HVA V (each, a "Managing Member" and collectively, the "Managing Members"). The Managing Members are John Crumpler, Clay Thorp, Christy Shaffer, Douglas Reed and Robert Ingram. The Managing Members may share voting and dispositive power over the securities directly held by HVA V. Each Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any Managing Member is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his or her pecuniary interest therein.

5. Following the reported transaction, 210,824 shares of the reportable securities are owned directly by Hatteras NC.

6. The price represents the weighted average price with a low of $52.12 and a high of $52.14.

7. Following the reported transaction, 3,832,318 shares of the reportable securities are owned directly by HVP IV.

8. Following the reported transaction, 210,798 shares of the reportable securities are owned directly by Hatteras NC.

9. The price represents the weighted average price with a low of $50.50 and a high of $51.25.

10. Following the reported transaction, 3,826,726 shares of the reportable securities are owned directly by HVP IV.

11. Following the reported transaction, 210,490 shares of the reportable securities are owned directly by Hatteras NC.

12. Following the reported transaction, 3,826,252 shares of the reportable securities are owned directly by HVP IV.

13. Following the reported transaction, 210,464 shares of the reportable securities are owned directly by Hatteras NC.

Remarks:

	/s/ Megan Gates, attorney-in-fact	05/23/2018
	** 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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