Sec Form 5 Filing - ELMS STEVE @ Marker Therapeutics, Inc. - 2020-12-31

Insider filing report for Changes in Beneficial Ownership
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FORM 5
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
ELMS STEVE
2. Issuer Name and Ticker or Trading Symbol
Marker Therapeutics, Inc. [ MRKR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O MARKER THERAPEUTICS, INC., 3200 SOUTHWEST FREEWAY, SUITE 2240
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2020
(Street)
HOUSTON, TX77027
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 05/19/2020 A 17,022 ( 1 ) A $ 0 17,022 D
Common Stock 2,000,000 I See footnote ( 2 )
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
ELMS STEVE
C/O MARKER THERAPEUTICS, INC.
3200 SOUTHWEST FREEWAY, SUITE 2240
HOUSTON, TX77027
X
Signatures
/s/ Michael Loiacono, Attorney-in-Fact 02/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the portion of the annual board retainer for each non-employee director payable in immediately vested common stock under theCompany's 2014 Omnibus Stock Ownership Plan, as amended and based on the closing price of $2.35 per share, on the day immediatelypreceding the date of the Company's 2019 annual meeting.
( 2 )The reportable securities are directly owned by Aisling Capital IV, LP ("Aisling"). The Reporting Person is a managing member of the general partner of the general partner of Aisling and may be deemed to share voting and dispositive power over the shares owned by Aisling. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and the inclusion of these securities herein shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

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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