X0306 4 2017-03-23 0 0001133818 BIO-PATH HOLDINGS INC BPTH 0001559390 Garrison Michael J. 9545 E. PINNACLE PEAK CIRCLE SCOTTSDALE AZ 85255 1 0 0 0 Common Stock 160000 D Common Stock 75000 I By Cosmo Capital Partners, LLC Common Stock 673333 I By Garrison Capital, LLC Common Stock Option (right to buy) 0.7952 2017-03-23 4 A 0 25000 0 A 2027-03-23 Common Stock 25000 25000 D The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for the purposes of Section 16 or for any other purpose. This option vests over a four-year period, with one-fourth (1/4) of the 25,000 shares vesting on the first anniversary of March 23, 2017 and the remaining shares vesting thereafter in equal monthly increments equal to one-forty-eighth (1/48) of the 25,000 shares, based on continuing service to Bio-Path Holdings, Inc. /s/ Michael J. Garrison 2017-03-27