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*
Waltzman Roger J.

(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)
02/19/2019
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)
SVP, Chief Medical Officer
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
Explanation of Responses:
Remarks:
Exhibit 24.1 - Power of Attorney
No securities are beneficially owned.
/s/ Christina S. Bailey, Attorney-in-fact 02/21/2019
** 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, Barbara Ruskin and Megan Filoon of Molecular
Templates, Inc. (the "Company") and Matthew J. Gardella, Christina S. Bailey,
Nishant M. Dharia, Anne Leland, Brenda Meyette and Jacquelyn Cannata 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.

                    /s/ Roger J. Waltzman, MD, MBA
                    ------------------------------
                    Name: Roger J. Waltzman, MD, MBA
                    Date: 24th January, 2019