SEC FORM 3

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^*

CICIC DRAGAN

(Last)

(First)

(Middle)

C/O SELLAS LIFE SCIENCES GROUP, INC.,

7 TIMES SQUARE, SUITE 2503

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/20/2024

3. Issuer Name and Ticker or Trading Symbol
SELLAS Life Sciences Group, Inc. [ SLS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Development 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	118,584⁽¹⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (Right to Buy)	⁽²⁾	03/12/2030	Common Stock	35,000	$1.89	D
Stock Option (Right to Buy)	⁽³⁾	03/04/2031	Common Stock	47,250	$8	D
Stock Option (Right to Buy)	⁽⁴⁾	01/31/2032	Common Stock	48,750	$5.34	D
Stock Option (Right to Buy)	⁽⁵⁾	02/02/2033	Common Stock	55,000	$3.34	D
Stock Option (Right to Buy)	⁽⁶⁾	01/22/2034	Common Stock	65,000	$0.5195	D

Explanation of Responses:

1. Consists of (i) 28,116 shares of Common Stock and (ii) 90,468 restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of Common Stock for each RSU upon vesting. 25,000 RSUs shall vest upon the satisfaction of performance-based vesting requirements, and 65,468 RSUs shall vest in one-quarter (1/4) increments annually on December 1 of each year provided that the Reporting Person remains in service with the Issuer through each such annual vesting date.

2. One-quarter (1/4) of the option shares vested and became exercisable one year from the March 12, 2020 grant date, and the remainder vested and became exercisable in equal monthly installments for thirty-six (36) months thereafter.

3. One-quarter (1/4) of the option shares vested and became exercisable one year from the March 4, 2021 grant date, and the remainder vested, or will vest, and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.

4. One-quarter (1/4) of the option shares vested and became exercisable one year from the January 31, 2022 grant date, and the remainder vested, or will vest, and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.

5. One-quarter (1/4) of the option shares vested and became exercisable one year from the February 2, 2023 grant date, and the remainder vested, or will vest, and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.

6. One-quarter (1/4) of the option shares will vest and become exercisable one year from the January 22, 2024 grant date, and the remainder will vest and become exercisable in equal monthly installments for thirty-six (36) months thereafter, provided that the Reporting Person remains in service with the Issuer through each such monthly vesting date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Dragan Cicic	06/27/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.