Sec Form 4 Filing - Huang James @ WINDTREE THERAPEUTICS INC /DE/ - 2023-02-22

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 Huang James 2. Issuer Name and Ticker or Trading Symbol WINDTREE THERAPEUTICS INC /DE/ [ WINT] 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 WINDTREE THERAPEUTICS, INC., 2600 KELLY ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2023 (Street) WARRINGTON, PA18976 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 02/22/2023 X 1,112,308 A $ 0.1411 3,449,161 I See Footnote ( 1 ) Common Stock 296,281 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 Warrants (right to purchase) $ 7.975 02/22/2023 D( 2 ) 275,862 05/22/2020 05/22/2025 Common Stock 275,862 $ 0 0 I See Footnote ( 1 ) Warrants (right to purchase) $ 12.09 02/22/2023 D( 2 ) 275,938 06/06/2020 12/06/2024 Common Stock 275,938 $ 0 0 I See Footnote ( 1 ) Warrants (right to purchase) $ 12.15 02/22/2023 D( 2 ) 498,008 12/24/2018 12/24/2023 Common Stock 498,008 $ 0 0 I See Footnote ( 1 ) Warrants (right to purchase) $ 12 02/22/2023 D( 2 ) 62,500 01/02/2019 07/02/2023 Common Stock 62,500 $ 0 0 I See Footnote ( 1 ) Warrants (right to purchase) $ 0.1411 02/22/2023 A( 2 ) 1,112,308 02/22/2023 02/22/2023 Common Stock 1,112,308 $ 0 1,112,308 I See Footnote ( 1 ) Warrants (right to purchase) $ 0.1411 02/22/2023 X 1,112,308 02/22/2023 02/22/2023 Common Stock 1,112,308 $ 0 0 I See Footnote ( 1 ) Warrants (right to purchase) $ 0.2152 02/22/2023 A( 2 ) 2,224,616 08/21/2023 08/21/2028 Common Stock 2,224,616 $ 0 2,224,616 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Huang James C/O WINDTREE THERAPEUTICS, INC. 2600 KELLY ROAD, SUITE 100 WARRINGTON, PA18976 X Signatures /s/ James Huang 02/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents securities held by Panacea Venture Healthcare Fund I L.P. ("Panacea Healthcare"), over which the reporting person may be deemed to indirectly share beneficial ownership. The reporting person disclaims such beneficial ownership except to the extent of his pecuniary interest therein, if any. ( 2 )Pursuant to a warrant exercise inducement offer letter, the Issuer and Panacea Healthcare agreed to amend the outstanding warrants held by Panacea Healthcare to lower the exercise price to $0.1411 and to issue Panacea Healthcare warrants to purchase an additional 2,224,616 shares of Common Stock, in exchange for Panacea Healthcare agreeing to immediately exercise the repriced warrants.

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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