Sec Form 4 Filing - WALT DAVID R @ Max-1 Acquisition Corp - 2017-09-26

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 WALT DAVID R 2. Issuer Name and Ticker or Trading Symbol Max-1 Acquisition Corp [ XCUR] 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 EXICURE, INC., 8045 LAMON AVENUE, SUITE 410 3. Date of Earliest Transaction (MM/DD/YY) 09/26/2017 (Street) SKOKIE, IL60077 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 09/26/2017 A( 1 ) 499,378 A 499,378 D Common Stock 09/26/2017 P 268,333 A $ 3 767,711 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 Option (right to buy) $ 0.65 ( 1 ) ( 2 ) 09/26/2017 A 49,649 ( 1 ) ( 2 ) 01/31/2017 01/31/2023 Common Stock 49,649 ( 1 ) ( 2 ) $ 0 ( 2 ) 49,649 D Stock Option (right to buy) $ 1.03 ( 1 ) ( 2 ) 09/26/2017 A 24,824 ( 1 ) ( 2 ) ( 3 ) 04/28/2025 Common Stock 24,824 ( 1 ) ( 2 ) $ 0 ( 2 ) 24,824 D Stock Option (right to buy) $ 4.21 ( 1 ) ( 2 ) 09/26/2017 A 24,824 ( 1 ) ( 2 ) ( 4 ) 01/04/2027 Common Stock 24,824 ( 1 ) ( 2 ) $ 0 ( 2 ) 24,824 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WALT DAVID R C/O EXICURE, INC. 8045 LAMON AVENUE, SUITE 410 SKOKIE, IL60077 X Signatures /s/ David Snyder, attorney-in-fact 09/28/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of September 26, 2017, by and among the Issuer then known as Max-1 Acquisition Corporation, Max-1 Acquisition Sub, Inc. and the corporation then known as Exicure, Inc. ("Exicure OpCo"), each outstanding share of Exicure OpCo capital stock (other than shares of Series C Preferred Stock of Exicure OpCo) was converted into 0.49649 shares of the Issuer's common stock (the "Conversion Ratio") and each outstanding share of Series C Preferred Stock of Exicure OpCo was converted into 0.7666652 shares of the Issuer's common stock (the "Series C Conversion Ratio"). ( 2 )Each option to purchase shares of Exicure OpCo outstanding and unexercised was assumed by the Issuer pursuant to the Merger Agreement and was converted into an option, subject to vesting, to purchase shares of common stock of the Issuer, with the number of shares of the Issuer's common stock underlying such option and the exercises price for such option adjusted to reflect the Conversion Ratio. ( 3 )This option vests in 48 substantially equal monthly installments from February 20, 2015, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions. ( 4 )This option vests in 12 substantially equal monthly installments from January 4, 2017, subject to the Reporting Person's continued service with the Issuer and certain change of control provisions.

Remarks: Ex. 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the reporting person on September 28, 2017)

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.