Schwalm Cynthia Form 4 G1 Therapeutics / Cynthia Louise Flowers 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^*

Flowers Cynthia Louise

(Last) (First) (Middle)

700 PARK OFFICES DRIVE, SUITE 200

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2023

4. 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 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	06/15/2023		A		10,000(1)	A	$0.00(2)	25,889(3)	D

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
Stock Options (Right to Buy)	$2.83	06/15/2023		A		30,000		(4)	06/15/2033	Common Stock	30,000	$0.00	30,000	D

Explanation of Responses:

1. Represents a restricted stock unit ("RSU") award that vests in its entirety twelve months after June 15, 2023, subject to the Reporting Person's continued service as a director. The Reporting Person has elected to defer vesting of these shares pursuant to the G1 Therapeutics, Inc. Deferred Compensation Plan for Non-Employee Directors. The RSUs will vest upon termination of the Reporting Person's service as a Director on the Company's Board.

2. Each RSU represents a contingent right to receive one share of Issuer common stock.

3. Represents (i) 5,889 shares of common stock; (ii) 10,000 RSUs from award granted on June 23, 2022; and (iii) 10,000 RSUs from award granted on June 15, 2023.

4. The shares underlying this option will vest in their entirety twelve months after June 15, 2023, subject to the Reporting Person's continued service as a director.

Remarks:

	/s /Sandi James, attorney-in-fact	06/16/2023
	** 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 4 (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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