Sec Form 4 Filing - Fok Manson @ Athenex, Inc. - 2020-03-11

FORM 4 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 Fok Manson 2. Issuer Name and Ticker or Trading Symbol Athenex, Inc. [ ATNX] 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 ATHENEX, INC., 1001 MAIN STREET, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2020 (Street) BUFFALO, NY14203 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 03/11/2020 P 50,000 A $ 10.277 ( 1 ) 1,919,609 D Common Stock 678,880 I ( 2 ) ( 3 ) By Avalon Biomedical (Management) Limited ( 2 ) ( 3 ) Common Stock 107,181 ( 4 ) I ( 2 ) ( 3 ) ( 4 ) By Avalon Polytom (HK) Limited ( 2 ) ( 3 ) ( 4 )

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) $ 4.55 01/02/2014 01/02/2023 Common Stock 80,000 80,000 D Stock Option (Right to Buy) $ 4.55 05/13/2014 05/13/2023 Common Stock 48,000 48,000 D Stock Option (Right to Buy) $ 4.55 10/11/2015 10/11/2023 Common Stock 20,000 20,000 D Stock Option (Right to Buy) $ 4.55 06/12/2016 06/12/2024 Common Stock 40,000 40,000 D Stock Option (Right to Buy) $ 7.5 05/18/2016 05/18/2025 Common Stock 48,000 48,000 D Stock Option (Right to Buy) $ 9 10/17/2017 10/17/2025 Common Stock 48,000 48,000 D Stock Option (Right to Buy) $ 11 ( 5 ) 06/13/2027 Common Stock 27,000 27,000 D Stock Option (Right to Buy) $ 9 07/17/2018 07/17/2025 Common Stock 54,904 54,904 I ( 2 ) ( 3 ) By Avalon Biomedical (Management) Limited ( 2 ) ( 3 ) Stock Option (Right to Buy) $ 17.3 ( 6 ) 03/27/2028 Common Stock 15,000 15,000 D Stock Option (Right to Buy) $ 13.17 ( 7 ) 02/28/2029 Common Stock 10,000 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fok Manson C/O ATHENEX, INC. 1001 MAIN STREET, SUITE 600 BUFFALO, NY14203 X Signatures /s/ Teresa Bair, Attorney-in-Fact 03/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were purchased in multiple transactions at prices ranging from $9.705 to $10.570, inclusive. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or any security holder of the Issuer full information regarding the number of shares and prices at which t he transactions were effected. ( 2 )Avalon Biomedical (Management) Limited ("Avalon Biomedical") is an indirect wholly-owned subsidiary of Avalon Global Holdings Limited ("Avalon Global"). Mason Fok, M.B., B.S. ("Dr. Fok"), together with his spouse, own all of the outstanding interests in Sino Glory Developments Limited, which owns 34.63% of the outstanding interests in Avalon Global, and Dr. Fok serves on the board of directors of Avalon Global and has shared voting and dispositive power with respect to the shares held by Avalon Biomedical. ( 3 )Dr. Fok disclaims beneficial ownership of the reported securities except to the extent, if any, of its or his pecuniary interest therein, and this report shall not be deemed an admission that Dr. Fok is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 4 )These shares were acquired pursuant to the terms of a License Agreement dated as of June 29, 2018 by and between Athenex Therapeutics Limited, a wholly-owned subsidiary of Athenex, Inc. ("Athenex") and Avalon Polytom (HK) Limited, a majority-owned affiliate of Avalon Global. The number of shares was determined by dividing $2.0 million by the closing price of Athenex common stock on June 29, 2018. ( 5 )This option vests in four equal annual installments beginning on June 13, 2018. ( 6 )This option vests in four equal annual installments beginning on March 27, 2019. ( 7 )This option vests in four equal annual installments beginning on February 28, 2020.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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