Andrew Paul Mazar Form 3 Monopar Therapeutics / Andrew Paul Mazar 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^*

Mazar Andrew Paul

(Last) (First) (Middle)

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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Scientific 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)
Common stock	14,002.8	D
Common stock	4,111,272.88	I	See Footnote (1)(1)
Common stock	166,667	I	See Footnote (2)(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
Stock options	(3)	(3)	Common stock	84,000	0.001	D
Stock options	(4)	(4)	Common stock	84,000	0.001	D

Explanation of Responses:

1. This is based upon the 4,111,272.88 shares of Monopar Common Stock that Tactic Pharma LLC indirectly controls through TacticGem LLC. As a manager of Tactic Pharma LLC, Dr. Mazar may be deemed to share voting and dispositive power over these 4,111,272.88 shares. Dr. Mazar disclaims beneficial ownership of the 4,111,272.88 shares held by Tactic Pharma LLC, except to the extent of his pecuniary interest therein.

2. This is based upon the 166,667 shares of Monopar Common Stock that Tactic Pharma LLC directly owns. As a manager of Tactic Pharma LLC, Dr. Mazar may be deemed to share voting and dispositive power over these 166,667 shares. Dr. Mazar disclaims beneficial ownership of the 166,667 shares held by Tactic Pharma LLC, except to the extent of his pecuniary interest therein.

3. Reflects the issuance of options to purchase up to 84,000 shares of common stock granted to Dr. Mazar on April 4, 2016 for his services as a director and officer of Monopar Therapeutics. The options vested 50% upon grant date, 25% upon the 6-month anniversary of grant date, and 25% upon the 1-year anniversary of grant date. The options each expire on April 3, 2026.

4. Reflects the issuance of options to purchase up to 84,000 shares of common stock granted to Dr. Mazar on February 20, 2017 for his services as a director and officer of Monopar Therapeutics. The options will vest 6/48ths at the six-month anniversary of grant date and 1/48th per month thereafter. The options each expire on February 19, 2027.

	/s/ Kim R. Tsuchimoto, Attorney-in-fact	01/08/2018
	** 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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