SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Poma Eric E

(Last) (First) (Middle)
C/O MOLECULAR TEMPLATES, INC.
9301 AMBERGLEN BLVD., SUITE 100

(Street)
AUSTIN TX 78729

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/01/2017
3. Issuer Name and Ticker or Trading Symbol
Molecular Templates, Inc. [ MTEM ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)(1) (2) 02/23/2019 Common Stock 152,945 0.42 D
Stock Option (right to buy)(1) (3) 07/12/2021 Common Stock 90,514 0.71 D
Stock Option (right to buy)(1) (4) 07/10/2022 Common Stock 34,156 0.71 D
Stock Option (right to buy)(1) (5) 11/19/2024 Common Stock 220,560 1.27 D
Explanation of Responses:
1. Shares of common stock of the corporation then known as Molecular Templates, Inc. ("Old Molecular") were converted into shares of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of March 16, 2017, by and among the Issuer, Trojan Merger Sub, Inc. and Old Molecular (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of common stock was exchanged for 7.7844 shares of the Issuer's common stock, which then underwent a reverse split of 11-to-1.
2. On February 23, 2009, Reporting Person was granted an option to purchase 216,125 shares of common stock of Old Molecular under the 2009 Stock Plan (the "Plan") at an exercise price of $0.30 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 152,945 shares of the Issuer's common stock at a per share exercise price of $0.42. One fifth of the total number of shares subject to the option shall vest on the one (1) year anniversary of the Vesting Commencement Date, which is February 23, 2009 and, thereafter, one sixtieth of the total number of Shares subject to the Option shall vest on the corresponding day of each month after such first anniversary, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of the grant.
3. On July 12, 2011, Reporting Person was granted an option to purchase 127,904 shares of common stock of Old Molecular under the 2009 Stock Plan (the "Plan") at an exercise price of $0.50 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 90,514 shares of the Issuer's common stock at a per share exercise price of $0.71. The shares subject to the option shall vest in 60 equal monthly installments beginning on the Vesting Commencement Date, which is July 12, 2011, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of the grant.
4. On July 10, 2012, Reporting Person was granted an option to purchase 48,266 shares of common stock of Old Molecular under the 2009 Stock Plan (the "Plan") at an exercise price of $0.50 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 34,156 shares of the Issuer's common stock at a per share exercise price of $0.71. The shares subject to the option shall vest in 60 equal monthly installments beginning on the Vesting Commencement Date, which is December 5, 2011, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of the grant.
5. On November 19, 2014, Reporting Person was granted an option to purchase 311,670 shares of common stock of Old Molecular under the 2009 Stock Plan (the "Plan") at an exercise price of $0.90 per share. Pursuant to the Merger Agreement, this option was converted into an option to purchase 220,560 shares of the Issuer's common stock at a per share exercise price of $1.27. One fourth of the total number of shares subject to the option shall vest on the one year anniversary of the Vesting Commencement Date, which is September 19, 2013 and, thereafter, the remaining shares shall vest in 36 equal monthly installments, provided that at the relevant vesting dates the Reporting Person continues service to the Issuer and has not been terminated as defined in and as determined under the Plan. The option expires ten years after the date of the grant.
Remarks:
Exhibit 24.1 - Power of Attorney Chief Executive Officer and Chief Scientific Officer
/s/ Jason S. Kim, attorney-in-fact 08/11/2017
** Signature of Reporting Person Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

	Know all by these present, that the undersigned hereby constitutes and
appoints each of Jason Kim, President, Chief Operating Officer and Principal
Financial Officer of Molecular Templates, Inc. (the "Company"), and Matthew
Gardella, Matthew Tikonoff, Nishant Dharia, Adam Davey, Jacqueline Cannata, Anne
Leland and Brenda Meyette of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
P.C., signing singly, with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, forms and
         authentication documents for EDGAR Filing Access;

     (2) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of Company,
         forms and authentication documents for EDGAR Filing Access;

     (3) do and perform any and all acts for and on behalf of the
         undersigned which may be necessary or desirable to complete and execute
         any such forms and authentication documents;

     (4) execute for and on behalf of the undersigned, in the undersigned's
         capacity as an officer, director and/or 10% shareholder of the Company,
         Forms 3, 4 and 5 (including any amendments thereto) in accordance with
         Section 16(a) of the Securities Exchange
 Act of 1934, as amended, and
         the rules thereunder (collectively, the "Exchange Act");

     (5) do and perform any and all acts for and on behalf of the
         undersigned which may be necessary or desirable to complete and execute
         any such Form 3, 4 or 5, prepare, complete and execute any amendment or
         amendments thereto, and timely file such form with the U.S. Securities
         and Exchange Commission and any stock exchange or similar authority;
         and

     (6) take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of such attorney-in-fact, may be of
         benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by such
         attorney-in-fact on behalf of the undersigned pursuant to this Power of
         Attorney shall be in such form and shall contain such terms and
         conditions as such attorney-in-fact may approve in such
         attorney-in-fact's discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements or (iii) any obligation or liability of
the undersigned for profit disgorgement under Section 16(b) of the Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file forms and execute authentication
documents with respect to the undersigned's EDGAR Filing Access or to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorneys-in-fact.

                            [Signature page follows]


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date set forth below.



                        Signature: Eric Poma
                                   ---------

                        Name: Eric Poma
                              ---------

                        Date: 7/25/2017
                              ---------