Sec Form 4/A Filing - Longitude Capital Partners III, LLC @ Molecular Templates, Inc. - 2019-11-25

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Longitude Capital Partners III, LLC 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) 2740 SAND HILL ROAD, SECOND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2019 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 11/27/2019 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 11/25/2019 P 937,500 ( 1 ) ( 2 ) A $ 8 4,199,035 I ( 3 ) By Longitude Venture Partners III, L.P. ( 3 )

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 Longitude Capital Partners III, LLC 2740 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA94025 X Longitude Venture Partners III, L.P. 2740 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA94025 X ENRIGHT PATRICK G 2740 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA94025 X Tammenoms Bakker Juliet 2740 SAND HILL ROAD SECOND FLOOR MENLO PARK, CA94025 X Signatures /s/ Patrick G. Enright, individually, and as Managing Member of Longitude Capital III, and as Managing Member of Longitude Capital III, General Partner of Longitude Venture III 12/05/2019 Signature of Reporting Person Date /s/ Juliet Tammenoms Bakker 12/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were purchased pursuant to an underwritten public offering. ( 2 )Includes 500 shares that were inadvertently omitted from the original Form 4. ( 3 )These shares are held by Longitude Venture Partners III, L.P. ("Longitude Venture III"). This report is filed jointly by Longitude Capital Partners III, LLC ("Longitude Capital III"), Longitude Venture III, Patrick G. Enright ("Mr. Enright"), and Juliet Tammenoms Bakker ("Ms. Bakker"), all of whom share beneficial ownership of more than 10% of the capital stock of the Issuer. Longitude Capital III is the general partner of Longitude Venture III and may be deemed to have voting, investment and dispositive power over the shares held by Longitude Venture III. Mr. Enright and Ms. Bakker are the managing members of Longitude Capital III and may be deemed to share voting, investment and dispositive power over the shares held by Longitude Venture III. Each of Longitude Capital III, Mr. Enright and Ms. Bakker disclaims beneficial ownership of such shares except to the extent of its, his or her pecuniary interest therein.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.