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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Tsuchimoto Kim R
(Last) (First) (Middle)
1000 SKOKIE BLVD SUITE 350
(Street)
WILMETTE IL 60091
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Monopar Therapeutics [ MNPR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2023
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 12/31/2023 M 9,957 A (1) 47,943 D
Common Stock 12/31/2023 F 4,073(2) D $0.3402 43,870 D
Common Stock 01/01/2024 M 1,231 A (1) 45,101 D
Common Stock 01/01/2024 F 505(2) D $0.3402 44,596 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
Restricted Stock Units (1) 12/31/2023 M 9,957 (3)(4)(5) (3)(4)(5) Common Stock 9,957 $0 95,556 D
Restricted Stock Units (1) 01/01/2024 M 1,231 (6) (6) Common Stock 1,231 $0 94,325 D
Explanation of Responses:
1. Represents shares acquired on vesting and settlement of restricted stock units.
2. Represents shares withheld by the issuer to pay for the applicable withholding tax due upon vesting of restricted stock units.
3. On January 26, 2021, the reporting person was granted 19,536 restricted stock units, vesting 6/48ths (2,442 shares) on June 30, 2021, and 3/48ths (1,221 shares) every 3 months thereafter until the RSU is fully vested on December 31, 2024. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. Disposed of restricted stock units were surrendered in exchange for issuance of common stock upon vesting and settlement.
4. On February 2, 2022, the reporting person was granted 61,532 restricted stock units, vesting 6/48ths (7,692 shares) on June 30, 2022, and 3/48ths (3,846 shares) every 3 months thereafter until the RSU is fully vested on December 31, 2025. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. Disposed of restricted stock units were surrendered in exchange for issuance of common stock upon vesting and settlement.
5. On February 1, 2023, the reporting person was granted 78,234 restricted stock units, vesting 6/48ths (9,779 shares) on June 30, 2023, and 3/48ths (4,890 shares) every 3 months thereafter until the RSU is fully vested on December 31, 2026. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. Disposed of restricted stock units were surrendered in exchange for issuance of common stock upon vesting and settlement.
6. On January 31, 2020 the reporting person was granted 4,923 restricted stock units, vesting in four equal annual installments with vesting dates on January 1, 2021, January 1, 2022, January 1, 2023, and January 1, 2024. Each restricted stock unit represents a contingent right to receive one share of common stock of the Issuer. Disposed of restricted stock units were surrendered in exchange for issuance of common stock upon vesting and settlement.
/s/ Kim R. Tsuchimoto 01/03/2024
** 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 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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