Sec Form 4 Filing - WILLS STEPHEN T @ PALATIN TECHNOLOGIES INC - 2021-08-13

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 WILLS STEPHEN T 2. Issuer Name and Ticker or Trading Symbol PALATIN TECHNOLOGIES INC [ PTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive VP and CFO/COO (Last) (First) (Middle) PALATIN TECHNOLOGIES, INC., 4B CEDAR BROOK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/13/2021 (Street) CRANBURY, NJ08512 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 08/13/2021 F 38,182 ( 1 ) D $ 0.56 ( 1 ) 7,696,514 D Common stock 08/13/2021 F 29,782 ( 2 ) D $ 0.56 ( 2 ) 7,666,732 D Common stock 08/13/2021 F 13,847 ( 3 ) D $ 0.56 ( 3 ) 7,652,885 D Common stock 08/13/2021 F 12,421 ( 4 ) D $ 0.56 ( 4 ) 7,640,464 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 Derivat ive 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 WILLS STEPHEN T PALATIN TECHNOLOGIES, INC. 4B CEDAR BROOK DRIVE CRANBURY, NJ08512 Executive VP and CFO/COO Signatures /s/ Stephen T. Wills, by Stephen A. Slusher, Attorney-In-Fact 08/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended August 13, 2021 (for the August 15, 2021 payroll), with the per share value determined as of June 16, 2021, the date of vesting. The grant of the underlying time-based restricted share units, which vest at the rate of 25% per year starting June 16, 2021, was reported on Form 4 filed on June 18, 2020 as to one half of the total grant, and on Form 4 filed on June 26, 2020 as to the remaining one half, which had been granted contingent on increasing the shares reserved for grant under the 2011 Stock Incentive Plan, which was approved the stockholders at a meeting on June 25, 2020. ( 2 )Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended August 13, 2021 (for the August 15, 2021 payroll), with the per share value determined as of June 16, 2021, the date of vesting. The grant and vesting of the underlying 108,615 restricted share units was reported on Form 4 filed on June 24, 2021, with a transaction date of June 22, 2021. ( 3 )Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended August 13, 2021 (for the August 15, 2021 payroll), with the per share value determined as of June 24, 2021, the date of vesting. The grant of the underlying 50,500 time-based restricted share units which vested on June 24, 202, was reported on Form 4 filed on June 26, 2019. ( 4 )Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended August 13, 2021 (for the August 15, 2021 payroll), with the per share value determined as of June 24, 2021, the date of vesting. The grant and vesting of the underlying 45,199 restricted share units was reported on Form 4 filed on June 24, 2021, with a transaction date of June 22, 2021.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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