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^*

Vitoc Vlad

(Last)

(First)

(Middle)

444 WEST LAKE STREET, SUITE 1700

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2022

3. Issuer Name and Ticker or Trading Symbol
MAIA Biotechnology, Inc. [ MAIA ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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	783,121	D
Common Stock	200,000	I	See Footnote⁽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)
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	⁽²⁾	09/30/2028	Common Stock	700,000	$1.8	D
Stock Options	⁽³⁾	09/30/2028	Common Stock	105,000	$1.8	D
Stock Options	⁽⁴⁾	04/01/2030	Common Stock	115,500	$1.8	D
Stock Options	⁽⁵⁾	04/01/2030	Common Stock	54,000	$1.8	D
Stock Options	⁽⁶⁾	11/02/2030	Common Stock	405,789	$1.8	D
Stock Options	⁽⁶⁾	11/02/2030	Common Stock	100,000	$1.8	I	See Footnote⁽⁷⁾
Stock Options	⁽⁶⁾	11/02/2030	Common Stock	100,000	$1.8	I	See Footnote⁽⁸⁾
Stock Options	⁽⁹⁾	12/31/2030	Common Stock	23,695	$1.8	D
Stock Options	⁽¹⁰⁾	04/15/2031	Common Stock	190,356	$1.83	D
Stock Options	⁽¹¹⁾	03/31/2031	Common Stock	23,078	$1.83	D
Stock Options	⁽¹²⁾	04/15/2031	Common Stock	219,550	$1.83	D
Stock Options	⁽¹³⁾	04/15/2031	Common Stock	100,000	$1.83	D
Stock Options	⁽¹⁴⁾	06/30/2031	Common Stock	7,529	$1.83	D
Stock Options	⁽¹⁵⁾	04/22/2031	Common Stock	10,159	$1.83	I	See Footnote⁽¹⁾
Stock Options	⁽¹⁶⁾	11/16/2031	Common Stock	18,000	$1.83	I	See Footnote⁽¹⁾
Warrants	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	1,811	$6	D

Explanation of Responses:

1. These securities are beneficially owned by Mr. Vitoc's spouse. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. Represents an option to purchase shares of Common Stock granted pursuant to the 2018 Stock Option Plan. These options vested in 48 equal monthly installments, with a 1 year cliff, beginning on October 1, 2018.

3. Represents an option to purchase shares of Common Stock granted pursuant to the 2018 Stock Option Plan. 35,000 of these options vested on October 1, 2018, 28,000 of the options vested on January 1, 2019, 21,000 of the options vested on April 1, 2019, 14,000 of the options vested on July 1, 2019, and 7,000 of the options vested on October 1, 2019.

4. Represents an option to purchase shares of Common Stock granted pursuant to the 2018 Stock Option Plan. These options fully vested on April 30, 2020.

5. Represents an option to purchase shares of Common Stock granted pursuant to the 2018 Stock Option Plan. These options fully vested on January 1, 2021.

6. Represents an option to purchase shares of Common Stock granted pursuant to the 2020 Equity Incentive Plan. These options are fully vested on November 3, 2020.

7. These securities are held by MAIA Laetitia Cristian Vitoc 2022 MAIA Irrevocable Trust, for the benefit of Mr. Vitoc's child, for which Mr. Vitoc's spouse serves as trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

8. These securities are held by Leia Violeta Ioana Vitoc 2022 MAIA Irrevocable Trust, for the benefit of Mr. Vitoc's child, for which Mr. Vitoc's spouse serves as trustee. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

9. Represents an option to purchase shares of Common Stock granted pursuant to the 2020 Equity Incentive Plan. These options vested in ninety equal daily installments beginning on January 1, 2021.

10. Represents an option to purchase shares of Common Stock granted pursuant to the 2020 Equity Incentive Plan. These options fully vested on May 20, 2021.

11. Represents an option to purchase shares of Common Stock granted pursuant to the 2020 Equity Incentive Plan. These options vested in 90 equal daily installments beginning on April 1, 2021.

12. Represents an option to purchase shares of Common Stock granted pursuant to the 2020 Equity Incentive Plan. These options fully vested on May 20, 2021.

13. Represents an option to purchase shares of Common Stock granted pursuant to the 2020 Equity Incentive Plan. These options vest in 36 equal monthly installments beginning on January 1, 2021.

14. Represents an option to purchase shares of Common Stock granted pursuant to the 2020 Equity Incentive Plan. These options fully vested on July 1, 2021.

15. Represents an option to purchase shares of Common Stock granted pursuant to the 2020 Equity Incentive Plan. These options vested in seven equal monthly instalments beginning on May 31, 2021.

16. Represents an option to purchase shares of Common Stock granted pursuant to the 2020 Equity Incentive Plan. These options vested in 12 equal monthly instalments beginning on December 16, 2021.

17. Each Warrant became exercisable on the date of issuance of April 03, 2020, and expires on the earliest to occur of: (a) March 2, 2028; or (b) immediately prior to the closing of any change of control of the issuer.

Remarks:

	/s/ Vlad Vitoc	07/27/2022
	** 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.