SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WILLS STEPHEN T

(Last)

(First)

(Middle)

PALATIN TECHNOLOGIES, INC.

4B CEDAR BROOK DRIVE

(Street)

CRANBURY

08512

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PALATIN TECHNOLOGIES INC [ PTN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP and CFO/COO

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/15/2024		A		69,000⁽¹⁾	A	$0⁽¹⁾	296,636	D
Common Stock	06/04/2024		A		7,051⁽²⁾	A	$0⁽²⁾	303,687	D
Common Stock	06/04/2024		A		5,105⁽³⁾	A	$0⁽³⁾	308,792	D
Common Stock	06/04/2024		A		4,616⁽⁴⁾	A	$0⁽⁴⁾	313,408	D
Common Stock	06/04/2024		A		12,218⁽⁵⁾	A	$0⁽⁵⁾	325,626	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$1.83	07/15/2024		A		99,000		06/04/2024⁽⁶⁾	06/04/2034	Common Stock	99,000	$0	276,416	D
Stock Option (Right to Buy)	$14.5	06/04/2024		A		11,685		06/04/2024⁽⁷⁾	06/16/2030	Common Stock	11,685	$0	288,101	D
Stock Option (Right to Buy)	$13.75	06/04/2024		A		12,409		06/04/2024⁽⁸⁾	06/22/2031	Common Stock	12,409	$0	300,510	D
Stock Option (Right to Buy)	$7.254	06/04/2024		A		6,866		06/04/2024⁽⁹⁾	06/22/2032	Common Stock	6,866	$0	307,376	D
Stock Option (Right to Buy)	$2.19	06/04/2024		A		19,125		06/04/2024⁽¹⁰⁾	06/20/2033	Common Stock	19,125	$0	326,501	D

Explanation of Responses:

1. Restricted share units granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, without further payment, one share of common stock. The restricted share units vest at the rate of 25% per year, with the initial vesting on June 4, 2025. The restricted share units were granted by the Compensation Committee on June 4, 2024, which grant was subject to certification by the Chief Financial Officer that the shareholders had increased the shares reserved under the 2011 Stock Incentive Plan, and that there were no impediments to the grant of the options. The required certification was made on July 15, 2024.

2. Restricted share units granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, without further payment, one share of common stock. The performance condition grant, made June 16, 2020, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. The shares have not been issued as of the date of this Form 4, but will be issued on or before the 60th day following June 4, 2024.

3. Restricted share units granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, without further payment, one share of common stock. The performance condition grant, made June 22, 2021, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. The shares have not been issued as of the date of this Form 4, but will be issued on or before the 60th day following June 4, 2024.

4. Restricted share units granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, without further payment, one share of common stock. The performance condition grant, made June 22, 2022, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. The shares have not been issued as of the date of this Form 4, but will be issued on or before the 60th day following June 4, 2024.

5. Restricted share units granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, without further payment, one share of common stock. The performance condition grant, made June 20, 2023, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. The shares have not been issued as of the date of this Form 4, but will be issued on or before the 60th day following June 4, 2024.

6. Stock options granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, upon payment of the exercise price, one share of common stock, and which vest at the rate of 25% per year, with the initial vesting on June 4, 2025. The options were granted by the Compensation Committee on June 4, 2024, which grant was subject to certification by the Chief Financial Officer that the shareholders had increased the shares reserved under the 2011 Stock Incentive Plan, and that there were no impediments to the grant of the options. The required certification was made on July 15, 2024.

7. Performance-based stock options granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, upon payment of the exercise price, one share of common stock. The performance condition stock option grant, made June 16, 2020, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024.

8. Performance-based stock options granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, upon payment of the exercise price, one share of common stock. The performance condition stock option grant, made June 22, 2021, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024.

9. Performance-based Stock options granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, upon payment of the exercise price, one share of common stock. The performance condition stock option grant, made June 22, 2022, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024.

10. Performance-based stock options granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, upon payment of the exercise price, one share of common stock. The performance condition stock option grant, made June 20, 2023, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024.

	/s/ Stephen T. Wills by Stephen A. Slusher, Attorney-in-Fact	07/16/2024
	** Signature of Reporting Person	Date
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Executive VP and CFO/COO Wills Stephen T was granted 97,990 shares, increasing direct ownership by 43% to 325,626 units (SEC Form 4)