Sec Form 4 Filing - ESHELMAN FREDRIC N @ G1 Therapeutics, Inc. - 2017-05-22

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 ESHELMAN FREDRIC N 2. Issuer Name and Ticker or Trading Symbol G1 Therapeutics, Inc. [ GTHX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O G1 THERAPEUTICS, INC., 79 T.W. ALEXANDER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/22/2017 (Street) RESEARCH TRIANGLE PARK, NC27709 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 05/22/2017 C 3,139,151 A 3,139,151 I See Footnote ( 2 ) Common Stock 05/22/2017 P 300,000 A $ 15 ( 3 ) 3,439,151 I See Footnote ( 2 )

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 Series B Preferred Stock ( 1 ) 05/22/2017 C 6,893,224 ( 4 ) ( 4 ) Common Stock 2,297,740 ( 1 ) 0 I See Footnote ( 2 ) Series C Preferred Stock ( 1 ) 05/22/2017 C 2,524,233 ( 4 ) ( 4 ) Common Stock 841,411 ( 1 ) 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ESHELMAN FREDRIC N C/O G1 THERAPEUTICS, INC. 79 T.W. ALEXANDER DRIVE RESEARCH TRIANGLE PARK, NC27709 X X Signatures /s/ Caroline G. Gammill, attorney-in-fact 05/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Preferred Stock automatically converted into Common Stock upon the closing of the Issuer's initial public offering pursuant to the Issuer's Fifth Restated Certificate of Incorporation, as amended, based on the conversion rate in effect at the time of conversion. The Series B Preferred Stock and the Series C Preferred Stock converted to Common Stock on a 1-for-3 basis. ( 2 )Eshelman Ventures, LLC is the record holder of the securities. Dr. Fredric Eshelman is the founder and principal of Eshelman Ventures, LLC and may be deemed to beneficially own the securities held by Eshelman Ventures, LLC. Dr. Eshelman disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. ( 3 )Reflects shares Eshelman Ventures, LLC purchased in the initial public offering at the initial public offering price of $15.00 per share. ( 4 )The Series B Preferred Stock and the Series C Preferred Stock automatically converted into shares of Common Stock upon consummation of the Issuer's initial public offering and had no expiration date.

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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