SEC FORM 4

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^*

Schwieterman William D

(Last)

(First)

(Middle)

C/O MATEON THERAPEUTICS, INC.

701 GATEWAY BLVD., SUITE 210

(Street)

SOUTH SAN FRANCISCO

94080

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MATEON THERAPEUTICS INC [ MATN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/12/2018		P		625,000	A	⁽¹⁾	625,747	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock A Warrant (Right to Buy)	$0.4	04/12/2018		P		312,500		04/12/2018	04/12/2020	Common Stock	312,500	⁽¹⁾	312,500	D
Common Stock B Warrant (Right to Buy)	$0.4	04/12/2018		P		312,500		⁽²⁾	⁽³⁾	Common Stock	312,500	⁽¹⁾	312,500	D

Explanation of Responses:

1. The reported securities are included within 2.5 Units purchased by the reporting person for $50,000 per Unit pursuant to a Subscription Agreement between the reporting person and Mateon Therapeutics, Inc. (the "Company"), dated April 12, 2018 (the "Subscription Agreement"). Each Unit consists of (i) 250,000 shares of Common Stock of the Company, par value $0.01 per share (the "Common Stock"), (ii) an "A" warrant to purchase 125,000 shares of Common Stock at an exercise price of $0.40 per share and (iii) a "B" warrant to purchase 125,000 shares of Common Stock at an exercise price of $0.40 per share.

2. The Common Stock B Warrants shall become exercisable immediately following the Company's stockholders' approval of an increase in the number of the Company's authorized shares of Common Stock sufficient to cover the number of shares issuable upon the exercise of all of the Common Stock B Warrants (the "Stock Authorization"). The Company is obligated to effect the Stock Authorization no later than June 30, 2018 (the "Authorization Date").

3. The Common Stock B Warrants shall expire on the date that is two years after the Stock Authorization is effected (the "Expiration Date"). In the event that the Company fails to effect the Stock Authorization by the Authorization Date, the Expiration Date will be extended for two additional years.

Remarks:

	/s/ Megan N. Gates, attorney-in-fact	04/16/2018
	** 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 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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