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^*

KLAUSNER ARTHUR J

(Last)

(First)

(Middle)

ONE PALMER SQUARE

(Street)

PRINCETON

08542

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/08/2018

3. Issuer Name and Ticker or Trading Symbol
Monopar Therapeutics [ NONE ]

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

X	Director	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)

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	5,000	D
Common stock	3,055,394	I	See Footnote (1)⁽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)
Non-qualified stock options	⁽²⁾	08/31/2027	Common stock	21,024	$6	D

Explanation of Responses:

1. This is based upon the 3,055,394 shares of Monopar Common Stock that Gem Pharmaceuticals, LLC, indirectly controls through TacticGem LLC. As a manager of Gem Pharmaceuticals, LLC, Mr. Klausner may be deemed to share voting and dispositive power over these 3,055,394 shares. Mr. Klausner disclaims beneficial ownership of the 3,055,394 shares held by Gem Pharmaceuticals, LLC, except to the extent of his pecuniary interest therein.

2. Reflects the issuance of options to purchase shares of common stock granted to Mr. Klausner on September 1, 2017 for his services as a director of Monopar Therapeutics. The options vest 6/48ths on the six-month anniversary of the grant date and 1/48th on each subsequent one-month anniversary thereafter.

	/s/ Kim Tsuchimoto, Attorney-in-fact	01/08/2018
	** 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).
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