Sec Form 3 Filing - Valacer David @ Molecular Templates, Inc. - 2017-08-01

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 Valacer David 2. Issuer Name and Ticker or Trading Symbol Molecular Templates, Inc. [ MTEM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O MOLECULAR TEMPLATES, INC., 9301 AMBERGLEN BLVD., SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2017 (Street) AUSTIN, TX78729 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) ( 1 ) $ 1.27 ( 2 ) 08/06/2024 Common Stock 57,321 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Valacer David C/O MOLECULAR TEMPLATES, INC. 9301 AMBERGLEN BLVD., SUITE 100 AUSTIN, TX78729 Chief Medical Officer Signatures /s/ Jason S. Kim, attorney-in-fact 08/11/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of common stock of the corporation then known as Molecular Templates, Inc. ("Old Molecular") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of March 16, 2017, by and among the Issuer, Trojan Merger Sub, Inc. and Old Molecular (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of common stock was exchanged for 7.7844 shares of the Issuer's common stock, which then underwent a reverse split of 11-to-1. ( 2 )On August 6, 2014, Reporting Person was granted an option to purchase 81,000 shares of common stock of Old Molecular under the 2009 Stock Plan (the "Plan") at an exercise price of $0.90 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 57,321 shares of the Issuer's common stock at a per share exercise price of $1.27. One fourth of the total number of shares subject to the option vest on the first anniversary of Vesting Commencement Date, which is January 1, 2014 and, thereafter, in forty-eight equal monthly installments, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of the grant.

Remarks: Exhibit 24.1 - 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).

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