Gem Pharmaceuticals Form 3 Monopar Therapeutics / ARTHUR J KLAUSNER 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^*

Gem Pharmaceuticals LLC

(Last) (First) (Middle)

C/O 1000 SKOKIE BLVD., SUITE 350

(Street)

WILMETTE IL 60091

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/08/2018

3. Issuer Name and Ticker or Trading Symbol
Monopar Therapeutics [ NONE ]

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

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

5. 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 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	3,055,394.12	I	See Footnotes (1) and (2)(1)(2)

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

1. Name and Address of Reporting Person^*

Gem Pharmaceuticals LLC

(Last) (First) (Middle)

C/O 1000 SKOKIE BLVD., SUITE 350

(Street)

WILMETTE IL 60091

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hendricks Diane

(Last) (First) (Middle)

C/O GEM PHARMACEUTICALS

200 RANDOLPH AVE.

(Street)

HUNTSVILLE AL 35801

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Leo Karl

(Last) (First) (Middle)

C/O GEM PHARMACEUTICALS

200 RANDOLPH AVE.

(Street)

HUNTSVILLE AL 35801

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KLAUSNER ARTHUR J

(Last) (First) (Middle)

ONE PALMER SQUARE

(Street)

PRINCETON NJ 08542

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pharma Investments LLC

(Last) (First) (Middle)

C/O GEM PHARMACEUTICALS

200 RANDOLPH AVE

(Street)

HUNTSVILLE AL 35801

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is being filed on behalf of Gem Pharmaceuticals, LLC, an Alabama limited liability company ("Gem"), and its managers, Diane Hendricks, Karl Leo, and Arthur Klausner, and Pharma Investments ("Pharma") and its controlling shareholders, Karl Leo and Diane Hendricks (collectively, the "Reporting Persons"). The managers of Gem collectively have voting control over the securities described herein. Pharma owns a controlling share of Gem and Karl Leo and Diane Hendricks own a controlling share of Pharma, so Pharma and its controlling shareholders have indirect control over the securities described herein. The managers of Gem and the controlling shareholders of Pharma each disclaim ownership of the shares of common stock owned by Gem, except to the extent of their pecuniary interest therein.

2. Gem shares voting and investment power over 3,055,394.12 of the shares of common stock held by TacticGem LLC.

	/s/ Kim R. Tsuchimoto, Attorney-in-fact	01/08/2018
	/s/ Kim R. Tsuchimoto, Attorney in fact	01/08/2018
	/s/ Kim R. Tsuchimoto, attorney-in-fact	01/08/2018
	/s/ Kim R. Tsuchimoto, Attorney-In-Fact	01/08/2018
	/s/Kim R. Tsuchimoto, Attorney-in-fact	01/08/2018
	** Signature of Reporting Person	Date
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