Sec Form 4 Filing - Oliviero James F III @ Checkpoint Therapeutics, Inc. - 2018-01-30

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

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 Oliviero James F III 2. Issuer Name and Ticker or Trading Symbol Checkpoint Therapeutics, Inc. [ CKPT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 2 GANSEVOORT ST, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2018 (Street) NEW YORK, NY10014 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 (RESTRICTED) 01/30/2018 A 325,000 ( 1 ) A $ 0 1,650,000 ( 2 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Oliviero James F III 2 GANSEVOORT ST, 9TH FLOOR NEW YORK, NY10014 CEO and President Signatures /s/ James F. Oliviero, III 02/01/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of restricted stock vest as follows: one-half on January 30, 2020, one-fourth on January 30, 2021 and one-fourth on January 30, 2022. ( 2 )Includes (a) 1,000,000 shares of restricted stock that were granted on October 13, 2015, as previously reported, and are scheduled to vest as follows: (i) 444,444 shares on October 13, 2019; (ii) 222,222 shares on the later of April 1, 2019 or the Company's achievement of market capitalization goals; and (iii) 333,334 shares on the Company's achievement of goals relating to corporate development transactions and/or FDA approval; (b) 325,000 shares of restricted stock that were granted on December 15, 2016, as previously reported, and are scheduled to vest as follows: (i) 243,750 shares on December 15, 2019; and (ii) 81,250 shares on December 15, 2020; and (c) the 325,000 shares of restricted stock that were granted on January 30, 2018, as reported herein.

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.