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^*

SMITH CLARENCE EDWARD

(Last)

(First)

(Middle)

1845 COUNTY ROAD #214

(Street)

ST. AUGUSTINE

32084

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProtoKinetix, Inc. [ PKTX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2020

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	08/04/2020		G⁽¹⁾		27,500,000	D	$0.00	27,911,110	D
Common Stock	08/04/2020		P⁽²⁾		1,000,000	A	$0.065	28,911,110	D
Common Stock								13,235,160	I	See footnote⁽³⁾
Common Stock								1,850,000	I	See footnote⁽⁴⁾

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)
Stock Option	$0.14							⁽⁵⁾	03/25/2026	Common Stock	5,000,000		5,000,000	D
Stock Option	$0.14							⁽⁵⁾	03/25/2026	Common Stock	5,000,000		5,000,000	D
Warrant	$0.12							12/19/2019	12/18/2022	Common Stock	216,666		216,666	D
Stock Option	$0.11							⁽⁶⁾	11/17/2024	Common Stock	5,000,000		5,000,000	D
Stock Option	$0.26							⁽⁷⁾	07/14/2024	Common Stock	5,000,000		5,000,000	D
Stock Option	$0.09							⁽⁸⁾	11/08/2023	Common Stock	5,000,000		5,000,000	D

Explanation of Responses:

1. Bona fide gift to adult daughter for estate planning purposes. Mr. Smith disclaims any beneficial ownership of such shares through his daughter.

2. Shares purchased in a private placement from the Company.

3. Shares held by the Clarence E. Smith Trusts.

4. Shares held by Mr. Smith's retirement account.

5. Options issued pursuant to the Company's Amended 2017 Stock Option and Stock Bonus Plan on March 26, 2020. Fully vested.

6. Options issued pursuant to the Company's Amended 2017 Stock Option and Stock Bonus Plan on November 18, 2019. 1,250,000 shares of common stock vest on February 18, 2020; thereafter 1,250,000 shares vest every three months until fully vested on November 18, 2020.

7. Options issued pursuant to the Company's Amended 2017 Stock Option and Stock Bonus Plan on July 15, 2019. 1,250,000 shares of common stock vest on October 13, 2019; thereafter 1,250,000 shares vest every three months until fully vested on July 13, 2020.

8. Options granted pursuant to Amended 2017 Stock Option and Stock Bonus Plan on November 9, 2018. On March 31, 2019, 1,250,000 shares vest; thereafter 1,250,000 shares vest each quarter.

	/s/ Clarence E. Smith	08/07/2020
	** 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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