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* MILLENNIUM PHARMACEUTICALS INC (Last) (First) (Middle) 40 LANDSDOWNE STREET (Street) CAMBRIDGE MA 02139 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2017	3. Issuer Name and Ticker or Trading Symbol Molecular Templates, Inc. [ MTEM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	2,922,993	D(1)

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

1. Name and Address of Reporting Person* MILLENNIUM PHARMACEUTICALS INC (Last) (First) (Middle) 40 LANDSDOWNE STREET (Street) CAMBRIDGE MA 02139 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Takeda Pharmaceuticals International AG (Last) (First) (Middle) THURGAUERSTRASSE 130, 8152 (Street) GLATTPARK V8 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Takeda Pharma A/S (Last) (First) (Middle) LANGEBJERG 1, 4000 (Street) ROSKILDE G7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Takeda A/S (Last) (First) (Middle) DYBENDAL ALLE 10, 2630 (Street) TAASTRUP G7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Takeda Europe Holdings B.V. (Last) (First) (Middle) JUPITERSTRAAT 250, 2132 HK (Street) HOOFDDORP P7 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TAKEDA PHARMACEUTICAL CO LTD (Last) (First) (Middle) 12-10, NIHONBASHI 2-CHOME, CHUO-KU (Street) TOKYO M0 103-8668 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Takeda Pharmaceuticals U.S.A., Inc. (Last) (First) (Middle) ONE TAKEDA PARKWAY (Street) DEERFIELD IL 60015 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are owned directly by Millennium Pharmaceuticals, Inc. ("Millennium"). Millennium is a wholly-owned direct subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("Takeda USA"). Takeda Pharmaceutical Company Limited ("Takeda") owns 73.37% of Takeda USA, and Takeda Pharmaceuticals International AG ("Takeda International") owns 26.63% of Takeda USA. Takeda Pharma A/S ("Takeda Denmark") owns 86.83% of Takeda International, and Takeda Europe Holdings B.V. ("Takeda Europe") owns 13.17% of Takeda International. Takeda Denmark is a wholly-owned direct subsidiary of Takeda A/S. Takeda owns 76.09% of Takeda A/S, and Takeda Europe owns 23.91% of Takeda A/S. Takeda Europe is a wholly-owned direct subsidiary of Takeda. Takeda, Takeda USA, Takeda International, Takeda Denmark, Takeda A/S and Takeda Europe each disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

Remarks:

Exhibit List: Exhibit 24.1 Power of Attorney for Millennium Pharmaceuticals, Inc.; Exhibit 24.2 Power of Attorney for Takeda Pharmaceuticals U.S.A., Inc.; Exhibit 24.3 Power of Attorney for Takeda Pharmaceuticals International AG; Exhibit 24.4 Power of Attorney for Takeda Pharma A/S; Exhibit 24.5 Power of Attorney for Takeda A/S; Exhibit 24.6 Power of Attorney for Takeda Europe Holdings B.V.

	/s/ James Kehoe, Chief Financial Officer, Takeda Pharmaceutical Company Limited	09/08/2017
	/s/ Brett R. Budzinski, Attorney-in-Fact for Millennium Pharmaceuticals, Inc.	09/08/2017
	/s/ Brett R. Budzinski, Attorney-in-Fact for Takeda Pharmaceuticals U.S.A., Inc.	09/08/2017
	/s/ Brett R. Budzinski, Attorney-in-Fact for Takeda Pharmaceutical International AG	09/08/2017
	/s/ Brett R. Budzinski, Attorney-in-Fact for Takeda Pharma A/S	09/08/2017
	/s/ Brett R. Budzinski, Attorney-in-Fact for Takeda A/S	09/08/2017
	/s/ Brett R. Budzinski, Attorney-in-Fact for Takeda Europe Holdings B.V.	09/08/2017
	** Signature of Reporting Person	Date
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