SEC FORM 4/A

SEC FORM 4/A 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).

1. Name and Address of Reporting Person^*

KLEMP WALTER V

(Last)

(First)

(Middle)

C/O MOLECULIN BIOTECH, INC.

5300 MEMORIAL DR., SUITE 950

(Street)

HOUSTON

77007

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Moleculin Biotech, Inc. [ MBRX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/22/2022

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)

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)	$1.49	06/20/2022		A		225,000		⁽¹⁾	06/20/2032	Common stock	225,000	⁽²⁾	900,862	D
Restricted Stock Units	⁽³⁾	06/20/2022		A		225,000		⁽⁴⁾	⁽⁴⁾	Common stock	225,000	⁽²⁾	1,125,862	D

Explanation of Responses:

1. The stock option set forth in this table vests in four equal annual installments beginning on the first anniversary of the Transaction Date, subject to the grantee's continued service to the Company on each vesting date.

2. Issued in connection with the reporting person's employment with the Company.

3. Each restricted stock unit represents a contingent right to receive one shares of Company common stock.

4. The restricted stock units set forth in this table vests in four equal annual installments beginning on the first anniversary of the Transaction Date, subject to the grantee's continued service to the Company on each vesting date.

Remarks:

As previously reported on a Form 4 filed on June 22, 2022 by the reporting person, the reporting person reported acquiring stock options to purchase 360,000 shares of common stock and 362,000 restricted stock units. However, the Company subsequently determined that stock options to purchase 135,000 shares of common stock and 137,000 restricted stock units granted under the Company's 2015 Stock Plan were not validly granted pursuant to the plan because they exceeded the limit on the number of stock options and restricted stock units that may be granted to any individual participant in one calendar year. Accordingly, the attempted grant of these excess stock options and restricted stock units was ineffective, and were not granted to the reporting person. The reporting person is filing this amendment to report the correct amount of stock options and restricted stock units acquired. The amounts set forth in column 9 are as of the date of the original filing and do not reflect any transactions since such date.

	/s/ Jonathan Foster by Power of Attorney	07/15/2022
	** 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 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).
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SEC Form 4 filed by Klemp Walter V (Amendment)