Edgar Filing: Woodward Susan Marie

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Woodward Susan Marie

2. Issuer Name and Ticker or Trading Symbol
ProtoKinetix, Inc. [PKTX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Former CFO

(Last)

(First)

(Middle)

705 DUGAN ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2017

(Street)

BELPRE, OH 45714

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								250,000	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option ⁽⁵⁾

$ 0.05

11/15/2017

4,000,000

⁽¹⁾

12/31/2020

Common Stock

4,000,000

$ 0.01 ⁽⁶⁾

Option ⁽⁵⁾

$ 0.08

11/15/2017

4,000,000

⁽²⁾

12/31/2019

Common Stock

4,000,000

$ 0.01 ⁽⁶⁾

Option ⁽⁵⁾

$ 0.04

11/15/2017

4,000,000

⁽³⁾

02/25/2020

Common Stock

4,000,000

$ 0.01 ⁽⁶⁾

Option

$ 0.04

⁽⁴⁾

02/25/2020

Common Stock

2,000,000

2,000,000 ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Woodward Susan Marie 705 DUGAN ROAD BELPRE, OH 45714				Former CFO

Signatures

/s/ Susan M. Woodward		11/15/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Options issued pursuant to the Company's 2017 Stock Option and Stock Bonus Plan. 1,000,000 shares of common stock vest on March 31, 2017; thereafter 1,000,000 shares vest every three months.
(2)	Options issued pursuant to the Company's 2015 Stock Option and Stock Bonus Plan. 1,000,000 shares of common stock vest on March 31, 2016; thereafter 1,000,000 shares vest every three months.
(3)	400,000 shares of common stock vest on March 31, 2015; thereafter 400,000 shares vest monthly on the last day of each month.
(4)	This option vests upon a change in control in which the Company receives a price equal to or greater than $0.50 per issued and outstanding share of common stock as defined in Ms. Woodward's Consulting Agreement. On December 30, 2017, the Company extended Ms. Woodward's option expiration date from February 25, 2017 to February 25, 2020.
(5)	Options repurchased by the Company pursuant to a Settlement Agreement between the Company and Ms. Woodward dated November 3, 2017. Transaction is exempt from Section 16(b) of the Securities Exchange Act of 1934.
(6)	Price of derivative securities per share due to rounding.

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