Sec Form 4 Filing - LOAR MATTHEW M @ MATEON THERAPEUTICS INC - 2018-04-12

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 LOAR MATTHEW M 2. Issuer Name and Ticker or Trading Symbol MATEON THERAPEUTICS INC [ MATN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O MATEON THERAPEUTICS, INC., 701 GATEWAY BLVD., SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 04/12/2018 (Street) SOUTH SAN FRANCISCO, CA94080 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 04/12/2018 P 250,000 A 300,000 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 Common Stock A Warrant (Right to Buy) $ 0.4 04/12/2018 P 125,000 04/12/2018 04/12/2020 Common Stock 125,000 ( 1 ) 125,000 D Common Stock B Warrant (Right to Buy) $ 0.4 04/12/2018 P 125,000 ( 2 ) ( 3 ) Common Stock 125,000 ( 1 ) 125,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LOAR MATTHEW M C/O MATEON THERAPEUTICS, INC. 701 GATEWAY BLVD., SUITE 210 SOUTH SAN FRANCISCO, CA94080 Chief Financial Officer Signatures /s/ Megan N. Gates, attorney-in-fact 04/16/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are included within one Unit purchased by the reporting person for $50,000 per Unit pursuant to a Subscription Agreement between the reporting person and Mateon Therapeutics, Inc. (the "Company"), dated April 12, 2018 (the "Subscription Agreement"). Each Unit consists of (i) 250,000 shares of Common Stock of the Company, par value $0.01 per share (the "Common Stock"), (ii) an "A" warrant to purchase 125,000 shares of Common Stock at an exercise price of $0.40 per share and (iii) a "B" warrant to purchase 125,000 shares of Common Stock at an exercise price of $0.40 per share. ( 2 )The Common Stock B Warrants shall become exercisable immediately following the Company's stockholders' approval of an increase in the number of the Company's authorized shares of Common Stock sufficient to cover the number of shares issuable upon the exercise of all of the Common Stock B Warrants (the "Stock Authorization"). The Company is obligated to effect the Stock Authorization no later than June 30, 2018 (the "Authorization Date"). ( 3 )The Common Stock B Warrants shall expire on the date that is two years after the Stock Authorization is effected (the "Expiration Date"). In the event that the Company fails to effect the Stock Authorization by the Authorization Date, the Expiration Date will be extended for two additional years.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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