Sec Form 4 Filing - WEISS MICHAEL S @ TG THERAPEUTICS, INC. - 2021-12-29

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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
WEISS MICHAEL S
2. Issuer Name and Ticker or Trading Symbol
TG THERAPEUTICS, INC. [ TGTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO and President
(Last) (First) (Middle)
2 GANSEVOORT STREET, 9TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2021
(Street)
NEW YORK, NY10014
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 12/15/2021 G V 3,000( 1 ) D $ 0 14,145,852 D
COMMON STOCK 12/16/2021 G V 700,000( 2 ) D $ 0 13,445,852 D
COMMON STOCK 12/16/2021 G V 9,000( 1 ) D $ 0 13,436,852 D
COMMON STOCK 12/29/2021 A 56,394( 3 ) A $ 0 13,493,246 D
COMMON STOCK 01/04/2022 S 37,549( 4 ) D $ 19.2 13,455,697 D
COMMON STOCK 01/05/2022 S 30,671( 4 ) D $ 18.31 10,988,021( 5 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WEISS MICHAEL S
2 GANSEVOORT STREET, 9TH FLOOR
NEW YORK, NY10014
X CEO and President
Signatures
/s/ Michael S. Weiss 01/06/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the transfer of shares of TG Therapeutics stock as a bona fide gift to various 501(c)(3) charitable organizations.
( 2 )Reflects the transfer of shares of TG Therapeutics stock to various trusts for the benefit of Mr. Weiss' dependents.
( 3 )Reflects a grant of restricted shares of common stock of TG Therapeutics in lieu of cash compensation owed to Mr. Weiss for the 2021 fiscal year, which will fully vest on January 1, 2024.
( 4 )In connection with the vesting of 225,000 shares held by Mr. Weiss' dependents on January 1, 2022, these shares were sold by the Company's restricted stock administrator in order to satisfy tax withholding obligations. Mr. Weiss nor his dependents had any discretion with respect to such sale, which was transacted automatically in accordance with the Company's corporate policies regarding the vesting of restricted stock.
( 5 )Includes 2,437,005 shares received as a liquidating distribution from Opus Point Partners, LLC ("Opus"), of which Mr. Weiss was a principal. In prior reports, Mr, Weiss reported beneficial ownership of all 4,874,010 shares held by Opus, even though he only owned 50% of Opus. On December 29, 2021, as part of the dissolution of Opus the shares of TGTX held by Opus were distributed to the underlying Opus owners. As a result of such distribution, the 2,437,005 shares held indirectly by the reporting person are no longer held by the reporting person.

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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