Sec Form 3 Filing - MILLENNIUM PHARMACEUTICALS INC @ 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 MILLENNIUM PHARMACEUTICALS INC 2. Issuer Name and Ticker or Trading Symbol Molecular Templates, Inc. [ MTEM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 40 LANDSDOWNE STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2017 (Street) CAMBRIDGE, MA02139 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 2,922,993 D ( 1 )

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 MILLENNIUM PHARMACEUTICALS INC 40 LANDSDOWNE STREET CAMBRIDGE, MA02139 X Takeda Pharmaceuticals International AG THURGAUERSTRASSE 130, 8152 GLATTPARK, V8 X Takeda Pharma A/S LANGEBJERG 1, 4000 ROSKILDE, G7 X Takeda A/S DYBENDAL ALLE 10, 2630 TAASTRUP, G7 X Takeda Europe Holdings B.V. JUPITERSTRAAT 250, 2132 HK HOOFDDORP, P7 X TAKEDA PHARMACEUTICAL CO LTD 12-10, NIHONBASHI 2-CHOME, CHUO-KU TOKYO, M0103-8668 X Takeda Pharmaceuticals U.S.A., Inc. ONE TAKEDA PARKWAY DEERFIELD, IL60015 X Signatures /s/ James Kehoe, Chief Financial Officer, Takeda Pharmaceutical Company Limited 09/08/2017 Signature of Reporting Person Date /s/ Brett R. Budzinski, Attorney-in-Fact for Millennium Pharmaceuticals, Inc. 09/08/2017 Signature of Reporting Person Date /s/ Brett R. Budzinski, Attorney-in-Fact for Takeda Pharmaceuticals U.S.A., Inc. 09/08/2017 Signature of Reporting Person Date /s/ Brett R. Budzinski, Attorney-in-Fact for Takeda Pharmaceutical International AG 09/08/2017 Signature of Reporting Person Date /s/ Brett R. Budzinski, Attorney-in-Fact for Takeda Pharma A/S 09/08/2017 Signature of Reporting Person Date /s/ Brett R. Budzinski, Attorney-in-Fact for Takeda A/S 09/08/2017 Signature of Reporting Person Date /s/ Brett R. Budzinski, Attorney-in-Fact for Takeda Europe Holdings B.V. 09/08/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are owned directly by Millennium Pharmaceuticals, Inc. ("Millennium"). Millennium is a wholly-owned direct subsidiary of Takeda Pharmaceuticals U.S.A., Inc. ("Takeda USA"). Takeda Pharmaceutical Company Limited ("Takeda") owns 73.37% of Takeda USA, and Takeda Pharmaceuticals International AG ("Takeda International") owns 26.63% of Takeda USA. Takeda Pharma A/S ("Takeda Denmark") owns 86.83% of Takeda International, and Takeda Europe Holdings B.V. ("Takeda Europe") owns 13.17% of Takeda International. Takeda Denmark is a wholly-owned direct subsidiary of Takeda A/S. Takeda owns 76.09% of Takeda A/S, and Takeda Europe owns 23.91% of Takeda A/S. Takeda Europe is a wholly-owned direct subsidiary of Takeda. Takeda, Takeda USA, Takeda International, Takeda Denmark, Takeda A/S and Takeda Europe each disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

Remarks: Exhibit List: Exhibit 24.1 Power of Attorney for Millennium Pharmaceuticals, Inc.; Exhibit 24.2 Power of Attorney for Takeda Pharmaceuticals U.S.A., Inc.; Exhibit 24.3 Power of Attorney for Takeda Pharmaceuticals International AG; Exhibit 24.4 Power of Attorney for Takeda Pharma A/S; Exhibit 24.5 Power of Attorney for Takeda A/S; Exhibit 24.6 Power of Attorney for Takeda Europe Holdings B.V.

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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