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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HUNT DOUGLAS M
  2. Issuer Name and Ticker or Trading Symbol
PUMA BIOTECHNOLOGY, INC. [PBYI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)
C/O PUMA BIOTECHNOLOGY, INC., 10880 WILSHIRE BOULEVARD, SUITE 2150
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2019
(Street)

LOS ANGELES, CA 90024
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 02/06/2019   A   9,900 (1) A $ 0 9,900 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 27.76 02/06/2019   A   15,400     (2) 02/05/2029 Common Stock 15,400 $ 0 15,400 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HUNT DOUGLAS M
C/O PUMA BIOTECHNOLOGY, INC.
10880 WILSHIRE BOULEVARD, SUITE 2150
LOS ANGELES, CA 90024
      See Remarks  

Signatures

 /s/ Douglas M. Hunt   02/08/2019
**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) Represents Restricted Stock Units which vest (i) with respect to one-third (1/3rd) of the shares subject thereto on the first anniversary of the vesting commencement date of January 1, 2019 ("RSU Vesting Commencement Date"), and (ii) with respect to an additional 1/6th of the shares subject thereto on each six-month anniversary of the RSU Vesting Commencement Date thereafter, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.
(2) The vesting commencement date of the option is January 1, 2019 ("Option Vesting Commencement Date"). The option vests (i) with respect to one-third (1/3rd) of the shares subject thereto on the first anniversary of the Option Vesting Commencement Date and (ii) with respect to 1/36th of the shares subject thereto on each monthly anniversary of the Option Vesting Commencement Date thereafter, subject to the Reporting Person's continued service with the Issuer through the applicable vesting date.
 
Remarks:
The Reporting Person is the Senior Vice President of Regulatory Affairs of the Issuer.

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