Sec Form 4 Filing - SMITH CLARENCE EDWARD @ ProtoKinetix, Inc. - 2019-12-19

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SMITH CLARENCE EDWARD 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 (Last) (First) (Middle) 1845 COUNTY ROAD #214 3. Date of Earliest Transaction (MM/DD/YY) 12/19/2019 (Street) ST. AUGUSTINE, FL32084 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 12/19/2019 P 216,666 A $ 0.12 54,899,999 ( 1 ) D Common Stock 12/30/2019 P 21,551 A $ 0.1 13,185,711 I See footnote ( 2 ) Common Stock 12/31/2019 P 45,249 A $ 0.11 13,230,960 I See footnote ( 2 ) ( 3 ) Common Stock 01/03/2020 P 4,200 A $ 0.1 13,235,160 I See footnote ( 2 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant ( 5 ) $ 0.12 12/19/2019 P 216,666 12/19/2019 12/18/2022 Common Stock 216,666 $ 0 216,666 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 $ 0.26 ( 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 Stock Option $ 0.06 ( 9 ) 08/31/2021 Common Stock 5,000,000 5,000,000 D Stock Option $ 0.05 ( 10 ) 12/31/2020 Common Stock 5,000,000 5,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH CLARENCE EDWARD 1845 COUNTY ROAD #214 ST. AUGUSTINE, FL32084 X X President & CEO Signatures /s/ Clarence E. Smith 01/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired pursuant to private placement. This Form 4 corrects the prior Form 4 which incorrectly reported a total of 61,353,833 shares held by Mr. Smith personally. Based on a review of stockholder reports, the corrected number of shares is 54,683,333 before the transactions reported herein. ( 2 )Shares held by the Clarence E. Smith Trusts. This Form 4 corrects the prior Form 4 which incorrectly reported a total of 6,467,883 held in trust. Based on a review of brokerage statements and stockholder lists, the corrected total number of shares held by the trusts before the transactions reported herein is 13,164,160. ( 3 )This transaction was executed in multiple trades at prices ranging from $0.1 to $0.11. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 4 )Shares held by Mr. Smith's retirement account. ( 5 )Acquired pursuant to private placement. ( 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 March 31, 2019, 1,250,000 shares vest; thereafter 1,250,000 shares vest each quarter. ( 9 )Options granted pursuant to 2017 Stock Option and Stock Bonus Plan. On December 31, 2017, 1,250,000 share s vested; thereafter 1,250,000 shares vested each quarter. ( 10 )Options granted pursuant to 2017 Stock Option and Stock Bonus Plan. On March 31, 2017, 1,250,000 shares vested; thereafter 1,250,000 shares vested each quarter.

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