Sec Form 4 Filing - GRAY WILLIAM GARRETT @ Checkpoint Therapeutics, Inc. - 2019-01-24

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 GRAY WILLIAM GARRETT 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) See Remarks (Last) (First) (Middle) 2 GANSEVOORT ST, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2019 (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) 01/24/2019 A 90,000 ( 1 ) A $ 0 220,000 ( 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 GRAY WILLIAM GARRETT 2 GANSEVOORT ST, 9TH FLOOR NEW YORK, NY10014 See Remarks Signatures /s/ Garrett Gray 01/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of restricted stock vest as follows: one-half on January 24, 2021, one-fourth on January 24, 2022, and one-fourth on January 24, 2023. ( 2 )Includes 50,000 shares of restricted stock that were granted on March 2, 2016, as previously reported, and will vest as follows: (i) 33,334 shares vest on March 2, 2019; and (ii) 16,666 shares vest on March 2, 2020. Also includes 30,000 shares of restricted stock that were granted on December 15, 2016, as previously reported, and will vest as follows: (i) 22,500 shares vest on December 15, 2019; and (ii) 7,500 shares vest on December 15, 2020. Also includes 50,000 shares of restricted stock that were granted on January 30, 2018, as previously reported, and will vest as follows: (i) 25,000 shares vest on January 30, 2020; (ii) 12,500 shares vest on January 20, 2021; and (iii) 12,500 shares vest on January 30, 2022. Also includes 90,000 shares of restricted stock that were granted on January 24, 2019, as reported herein, and will vest as follows: (i) 45,000 shares vest on January 24, 2021; (ii) 22,500 shares vest on January 24, 2022; and (iii) 22,500 shares vest on January 24, 2023.

Remarks: Principal Financial Officer, VP Finance and Accounting

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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