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^*

Trieu Vuong

(Last)

(First)

(Middle)

29397 AGOURA RD SUITE 107

(Street)

AGOURA HILLS,

91301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Oncotelic Therapeutics, Inc. [ OTLC ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHAIRMAN AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2021

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	03/31/2021		C		74,455,719	A	⁽¹⁾	90,268,021	D
Common Stock	07/08/2021		A		259,302⁽²⁾	A	$0	90,527,323	D
Common Stock	03/31/2021		C		13,849,161	A	⁽¹⁾	16,780,384	I	By Autotelic, Inc.
Common Stock	03/31/2021		C		5,672,025	A	⁽¹⁾	6,872,529	I	By Spouse

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)
Series A Convertible Preferred Stock	⁽¹⁾	03/31/2021		C			74,456	⁽¹⁾	⁽³⁾	Common Stock	74,455,719	⁽¹⁾	0	D
Series A Convertible Preferred Stock	⁽¹⁾	03/31/2021		C			13,849	⁽¹⁾	⁽³⁾	Common Stock	13,849,161	⁽¹⁾	0	I	By Autotelic, Inc.
Series A Convertible Preferred Stock	⁽¹⁾	03/31/2021		C			5,672	⁽¹⁾	⁽³⁾	Common Stock	5,672,025	⁽¹⁾	0	I	By Spouse
Stock Options	$0.1626	07/08/2021		A		513,953⁽⁴⁾		07/08/2021	07/08/2031	Common Stock	513,953	$0	513,953	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated April 17, 2019, between the Issuer and Oncotelic, Inc., shares of the Issuer's Series A Convertible Preferred Stock ("Series A Preferred") held by the reporting person converted into shares of the Issuer's common stock, following a recapitalization by the Issuer.

2. Shares were issued in settlement of Restricted Stock Units granted pursuant to the Issuer's 2015 Equity Incentive Plan that vested immediately upon grant.

3. Shares of the Series A Convertible Preferred Stock does not expire.

4. Stock options granted pursuant to the Issuer's 2015 Equity Incentive Plan and which vest immediately on the date of grant.

	/s/ Vuong Trieu	07/15/2021
	** 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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