Sec Form 3 Filing - Schatzman Randall C @ Bolt Biotherapeutics, Inc. - 2021-02-04

FORM 3 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 Schatzman Randall C 2. Issuer Name and Ticker or Trading Symbol Bolt Biotherapeutics, Inc. [ BOLT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O BOLT BIOTHERAPEUTICS, INC., 900 CHESAPEAKE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2021 (Street) REDWOOD CITY, CA94063 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

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 Stock Option (Right to Buy) $ 2.73 ( 1 )( 2 ) 09/06/2029 Common Stock 791,185 D Stock Option (Right to Buy) $ 4.34 ( 2 ) 09/02/2030 Common Stock 100,000 D Stock Option (Right to Buy) $ 4.34 ( 3 ) 09/02/2030 Common Stock 178,571 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schatzman Randall C C/O BOLT BIOTHERAPEUTICS, INC. 900 CHESAPEAKE DRIVE REDWOOD CITY, CA94063 X Chief Executive Officer Signatures /s/ Brian Woodard, Attorney-in-Fact 02/04/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1/4th of the shares subject to the option shall vest on the one (1) year anniversary of July 15, 2019 (the "Vesting Commencement Date"), and 1/48th of the shares shall vest each month thereafter on the same day of the month as the vesting commencement date, subject to the Reporting Person continuing to be a service provider to the Issuer through each such date. ( 2 )For so long as the Reporting Person continuously provides services to the Issuer (or any subsidiary or parent of the Issuer) as an employee, officer, director, contractor or consultant, through the applicable vesting dates, this option will vest and become exercisable as follows: (a) prior to September 3, 2020 (the "2020 Vesting Commencement Date"), this option will not be vested or exercisable as to any of the shares subject to the option; and (b) following the 2020 Vesting Commencement Date, this option will become vested and exercisable with respect to 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service following the 2020 Vesting Commencement Date. ( 3 )For so long as the Reporting Person continuously provides services to the Issuer (or any subsidiary or parent of the Issuer) as an employee, officer, director, contractor or consultant, through the applicable vesting dates, this option will vest and become exercisable as follows: (a) prior to January 15, 2021 (the "2021 Vesting Commencement Date"), this option will not be vested or exercisable as to any of the shares subject to the option; and (b) following the 2021 Vesting Commencement Date, this option will become vested and exercisable with respect to 1/48th of the shares subject to the option when the Reporting Person completes each month of continuous service following the 2021 Vesting Commencement Date.

Remarks: Exhibit 24 - Power of Attorney

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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