Sec Form 3 Filing - Uckun Fatih @ MATEON THERAPEUTICS INC - 2019-04-22

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 Uckun Fatih 2. Issuer Name and Ticker or Trading Symbol MATEON THERAPEUTICS INC [ MATN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) 29397 AGOURA ROAD, SUITE 107 3. Date of Earliest Transaction (MM/DD/YY) 04/22/2019 (Street) AGOURA HILLS, CA91301 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 1,492,742 ( 1 ) D

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 Series A Convertible Preferred Stock ( 3 ) 04/22/2019 ( 2 ) Common Stock 7,052,762 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Uckun Fatih 29397 AGOURA ROAD, SUITE 107 AGOURA HILLS, CA91301 X Chief Medical Officer Signatures /s/ Fatih Uckun 05/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects securities of the Issuer acquired by the reporting person pursuant to the Agreement and Plan of Merger, effective as of April 22, 2019, by and among the Issuer, Oncotelic Acquisition Corporation and Oncotelic, Inc. The shares were originally issued, under and remain subject to, the terms of a restricted stock arrangement whereby the shares are subject to forfeiture to the Issuer if the reporting person terminates continuous service with the Issuer. One-third of the shares are fully vested, an additional one- third shall vest and no longer be subject to forfeiture on December 27, 2019 and the final one-third shall vest on December 27, 2020, subject to continuation of services. ( 2 )The Series A Convertible Preferred Stock is convertible at the holder's election and has no expiration date. ( 3 )Each share of Series A Convertible Preferred Stock is convertible into one thousand (1,000) shares of Common Stock.

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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