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^*

Umstead John V.

(Last)

(First)

(Middle)

700 PARK OFFICES DRIVE, SUITE 200

(Street)

RESEARCH TRIANGLE PARK

27709

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/15/2023

3. Issuer Name and Ticker or Trading Symbol
G1 Therapeutics, Inc. [ GTHX ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial 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	8,886⁽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 Options (Right to buy)	10/22/2022	11/01/2028	Common Stock	10,000	$41.48	D
Stock Options (Right to buy)	⁽²⁾	07/01/2029	Common Stock	2,000	$30.46	D
Stock Options (Right to buy)	⁽³⁾	02/06/2030	Common Stock	6,600	$21.08	D
Stock Options (Right to buy)	⁽⁴⁾	01/04/2031	Common Stock	2,550	$18.07	D
Stock Options (Right to buy)	⁽⁵⁾	01/03/2032	Common Stock	6,100	$10.69	D
Stock Options (Right to buy)	⁽⁶⁾	01/03/2033	Common Stock	6,000	$5.73	D

Explanation of Responses:

1. Represents (i) 2,036 shares of common stock; (ii) 850 restricted stock units ("RSUs") from award granted on January 4, 2021; (iii) 3,000 RSUs from award granted on January 3, 2022; and (iv) 3,000 RSUs from award granted on January 3, 2023.

2. The shares underlying this option vest as to 25% of the shares on July 1, 2020, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through each applicable vesting date. The option was granted on July 1, 2019.

3. The shares underlying this option vest as to 25% of the shares on February 6, 2021, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through each applicable vesting date. The option was granted on February 6, 2020.

4. The shares underlying this option vest as to 25% of the shares on January 4, 2022, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through each applicable vesting date. The option was granted on January 4, 2021.

5. The shares underlying this option vest as to 25% of the shares on January 3, 2023, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through each applicable vesting date. The option was granted on January 3, 2022.

6. The shares underlying this option vest as to 25% of the shares on January 3, 2024, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through each applicable vesting date. The option was granted on January 3, 2023.

Remarks:

	/s/ James Stillman Hanson, attorney-in-fact	03/17/2023
	** 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 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.