Sec Form 3 Filing - FLAVIN JOHN L @ Pyxis Oncology, Inc. - 2021-10-07

FORM 3 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 FLAVIN JOHN L 2. Issuer Name and Ticker or Trading Symbol Pyxis Oncology, Inc. [ PYXS] 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 PYXIS ONCOLOGY, INC., 35 CAMBRIDGEPARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/07/2021 (Street) CAMBRIDGE, MA02140 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 169,222 ( 1 ) 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 Series B Convertible Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 2,388 D Stock Option (Right to buy) $ 8.71 ( 3 ) 08/18/2031 Common Stock 15,725 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FLAVIN JOHN L C/O PYXIS ONCOLOGY, INC. 35 CAMBRIDGEPARK DRIVE CAMBRIDGE, MA02140 X Signatures /s/ Pamela Connealy, Attorney-in-Fact for John Flavin 10/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 47,593 shares of restricted stock that are subject to vesting in six, substantially-equal quarterly installments beginning October 22, 2021, subject to the reporting person's continued service through the applicable vesting date. ( 2 )Each 6.359 shares of Series B Convertible Preferred Stock are currently convertible into one share of Common Stock at the option of the holder, for no additional consideration, and will convert automatically upon completion of the Issuer's initial public offering (with fractional shares paid out in cash). These shares have no expiration date. ( 3 )These stock options vest in three, substantially-equal annual installments beginning on the first anniversary of the August 19, 2021 grant date, subject to the reporting person's continued service through the applicable vesting date.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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).

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