Allarity Therapeutics (ALLR) Form 3 Allarity Therapeutics / James G. Cullem 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^*

Cullem James G.

(Last) (First) (Middle)

C/O ALLARITY THERAPEUTICS, INC.

210 BROADWAY, SUITE 201

(Street)

CAMBRIDGE, MA 02139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/20/2021

3. Issuer Name and Ticker or Trading Symbol
Allarity Therapeutics, Inc. [ ALLR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Business 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
Stock Options	(1)(2)(3)	09/21/2029	Common Stock	28,191(2)	13.22(2)	D
Stock Options	(1)(2)(4)	11/23/2026	Common Stock	133,325(2)	5.16(2)	D

Explanation of Responses:

1. On December 20, 2021 (the "Closing Date"), Allarity Therapeutics, Inc., a Delaware corporation (the "Issuer") completed the recapitalization share exchange (the "Closing") pursuant to which the Issuer's wholly owned Delaware subsidiary acquired the asset and assumed the liability of assumption of Allarity Therapeutics A/S ("Allarity A/S") in exchange for the Common Stock of the Issuer ("Recapitalization Share Exchange") as described in the Issuer's Registration Statement on Form S-4 (File No. 333-258968 )(the "Registration Statement"). As a result of the Closing, holders of each outstanding ordinary share of Allarity A/S has a right to 0.02 shares of Issuer's Common Stock for each Allarity A/S ordinary share issued and outstanding (the "Exchange Ratio") to the holder.

2. The Reporting Person was originally granted compensatory warrants ("Compensatory Option") by Allarity A/S conferring a right to purchase ordinary shares of Allarity A/S (the "Options"). Upon the Closing, each Compensatory Option converted into an option to purchase a number of shares of Common Stock of Issuer equal to the product (rounded down to the nearest whole number) of (a) the number of ordinary shares of Allarity A/S subject to such Compensatory Option immediately prior to the effective time multiplied by (b) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (i) the exercise price per share of such Compensatory Warrant immediately prior to the effective time divided by (ii) the Exchange Ratio and converted into U.S. dollars, as further described in the Registration Statement. The exercise price in dollars is based on the exchange rate of 1 USD = 9.15354 SEK which was the exchange rate reported on December 20, 2021 the date of Closing. The exercise price and the number of shares of common stock underlying the stock option reflects the Exchange Ratio adjustment made in connection with the Closing.

3. The stock options are 100% vested and exercisable.

4. The stock options vested with respect to 25% of the shares on July 7, 2021, with 75% vesting 1/36 per month monthly thereafter, subject to the Reporting Person's continued service as of each vesting date. The exercise price and the number of shares of common stock underlying the stock option reflects the Exchange Ratio adjustment made in connection with the Closing.

	/s/ James Cullem	12/22/2021
	** 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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