Sec Form 4 Filing - Hanson James S. @ G1 Therapeutics, Inc. - 2022-01-03

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 Hanson James S. 2. Issuer Name and Ticker or Trading Symbol G1 Therapeutics, Inc. [ GTHX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) General Counsel (Last) (First) (Middle) 700 PARK OFFICES DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2022 (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 01/03/2022 A 12,000( 1 ) A $ 0( 2 ) 27,000( 3 ) D Common Stock 01/05/2022 S 1,445( 4 ) D $ 10.6115( 5 ) 25,555( 6 ) D

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) $ 10.69 01/03/2022 A 53,000 ( 7 ) 01/03/2032 Common Stock 53,000 $ 0 53,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hanson James S. 700 PARK OFFICES DRIVE, SUITE 200 RESEARCH TRIANGLE PARK, NC27709 General Counsel Signatures /s/ James Stillman Hanson 01/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock unit ("RSU") award that vests 25% on January 3, 2023 and 12.5% semi-annually thereafter, subject to the Reporting Person's continued service through each applicable vesting date. ( 2 )Each RSU represents a contingent right to receive one share of Issuer common stock. ( 3 )Represents (i) 4,000 shares of common stock; (ii) 11,000 RSUs from award granted on January 4, 2021; and (iii) 12,000 RSUs from award granted on January 3, 2022. ( 4 )The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sales were to satisfy tax withholding obligations to be funded by a "sell-to-cover" transaction and do not represent discretionary transactions by the Reporting Person. ( 5 )The price represents the weighted average price with a low of $10.45 and a high of $10.76. The Reporting Person undertakes to provide G1 Therapeutics, Inc., any security holder of G1 Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 6 )Represents (i) 5,305 shares of common stock; (ii) 8,250 RSUs from award granted on January 4, 2021; and (iii) 12,000 RSUs from award granted on January 3, 2022. ( 7 )The shares underlying this option vest as to 25% of the shares on January 3, 2023, with the remainder vesting in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service through each applicable vesting 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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