Sec Form 4 Filing - WEISS MICHAEL S @ TG THERAPEUTICS, INC. - 2016-12-30

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 X __ 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) 12/30/2016 (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 (Restricted) 01/01/2017 D 3,381,866 ( 1 ) D $ 0 6,073,796 ( 2 ) D Common Stock (Restricted) 01/01/2017 A 2,960,000 ( 3 ) A $ 0 9,033,796 I See Note 4 ( 4 ) Common Stock (Restricted) 01/01/2017 A 418,371 ( 5 ) A $ 0 9,452,167 D Common Stock (Restricted) 12/30/2016 A 693,750 ( 6 ) A $ 0 10,145,917 I See Note 4 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WEISS MICHAEL S 2 GANSEVOORT STREET 9TH FLOOR NEW YORK, NY10014 X X CEO and President Signatures /s/ Michael Weiss 01/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Weiss forfeited the shares pursuant to an amendment to his employment agreement effective as of January 1, 2017. ( 2 )Included in Mr. Weiss' beneficial ownership are 4,499,560 shares of Common Stock and 410,450 warrants to purchase Common Stock at $2.48, exercisable through February 24, 2017 issued to Opus Point Partners, LLC, of which Mr. Weiss is a co-founder, managing partner, and principal and beneficially owns a 50% interest. ( 3 )Represents shares of restricted stock which vest based on certain market capitalization milestones. ( 4 )The shares are held by Caribe BioAdvisors, LLC, of which Mr. Weiss is the sole member. ( 5 )375,000 shares vest on December 1, 2018 and 43,371 shares vest on December 1, 2019. ( 6 )Reflects an annual grant of restricted stock pursuant to Mr. Weiss? employment agreement to be held by Caribe BioAdvisors, LLC. The restricted shares will vest according to the following schedule: 25% on January 1, 2018; 25% on January 1, 2019; and 50% on the date that the Company's Market Capitalization is $100 million greater than the Market Capitalization on December 31, 2016.

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).

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