Sec Form 5 Filing - Gionco David @ STEMLINE THERAPEUTICS INC - 2019-11-20

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 Gionco David 2. Issuer Name and Ticker or Trading Symbol STEMLINE THERAPEUTICS INC [ STML] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) C/O STEMLINE THERAPEUTICS, INC., 750 LEXINGTON AVENUE, ELEVENTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2019 (Street) NEW YORK, NY10022 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 Options (right to buy) $ 4.12 11/20/2019 G( 1 ) V 10,000 02/24/2019 02/24/2026 Common Stock 10,000 $ 0 0 D Stock Options (right to buy) $ 4.12 12/16/2019 G( 2 ) V 1,500 02/24/2019 02/24/2026 Common Stock 1,500 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gionco David C/O STEMLINE THERAPEUTICS, INC. 750 LEXINGTON AVENUE, ELEVENTH FLOOR NEW YORK, NY10022 Chief Accounting Officer Signatures /s/ David Gionco 02/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 20, 2019, 10,000 options to purchase shares of common stock were transferred into an irrevocable trust for the benefit of Mr. Gionco's minor children. Mr. Gionco is not a trustee of the trust and has no investment control over the securities held by the trust. ( 2 )On December 16, 2019, 1,500 options to purchase shares of common stock were transferred into an irrevocable trust for the benefit of Mr. Gionco's minor children. Mr. Gionco is not a trustee of the trust and has no investment control over the securities held by the trust.

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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