Sec Form 4 Filing - Schwieterman William D @ MATEON THERAPEUTICS INC - 2018-06-20

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 Schwieterman William D 2. Issuer Name and Ticker or Trading Symbol MATEON THERAPEUTICS INC [ MATN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O MATEON THERAPEUTICS, INC., 701 GATEWAY BLVD., SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 06/20/2018 (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

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 Employee Stock Option (Right to Buy) $ 0.22 06/20/2018 A 500,000 ( 1 ) ( 2 ) 06/20/2028 Common Stock 500,000 $ 0 500,000 D Employee Stock Option (Right to Buy) $ 0.22 06/20/2018 A 500,00 0 ( 3 ) ( 2 ) 06/20/2028 Common Stock 500,000 $ 0 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schwieterman William D C/O MATEON THERAPEUTICS, INC. 701 GATEWAY BLVD., SUITE 210 SOUTH SAN FRANCISCO, CA94080 X President and CEO Signatures /s/ Megan N. Gates, attorney-in-fact 06/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Dr. Schwieterman was awarded options to purchase Mateon Therapeutics, Inc. common stock, $0.01 par value per share (the "2017 Plan Options"), pursuant to the Mateon Therapeutics, Inc. 2017 Equity Incentive Plan in connection with his service as President and Chief Executive Officer. ( 2 )The Options will vest in twelve equal monthly installments beginning one month after the date of grant. ( 3 )Dr. Schwieterman was awarded options to purchase Mateon Therapeutics, Inc. common stock, $0.01 par value per share (the "2015 Plan Options" and, collectively with the 2017 Plan Options, the "Options"), pursuant to the Amended and Restated Mateon Therapeutics, Inc. 2015 Equity Incentive Plan in connection with his service as President and Chief Executive Officer.

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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