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).

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)
06/20/2023

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

Rule 10b5-1(c) Transaction Indication

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

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	06/20/2023		A		57,500⁽¹⁾	A	$0⁽¹⁾	328,742	D
Common Stock	06/20/2023		A		1,658⁽²⁾	A	$0⁽²⁾	330,400	D
Common Stock	06/20/2023		A		4,543⁽³⁾	A	$0⁽³⁾	334,943	D
Common Stock	06/20/2023		A		3,196⁽⁴⁾	A	$0⁽⁴⁾	338,139	D
Common Stock	06/20/2023		A		2,469⁽⁵⁾	A	$0⁽⁵⁾	340,608	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)	$2.19	06/20/2023		A		90,000		06/20/2027⁽⁶⁾	06/22/2033	Common Stock	90,000	$0	0	D
Stock Option (Right to Buy)	$14.5	06/20/2023		A		7,528		06/20/2023⁽⁷⁾	06/16/2030	Common Stock	7,528	$0	0	D
Stock Option (Right to Buy)	$13.75	06/20/2023		A		7,766		06/20/2023⁽⁸⁾	06/22/2031	Common Stock	7,766	$0	0	D
Stock Option (Right to Buy)	$7.254	06/20/2023		A		3,672		06/20/2023⁽⁹⁾	06/22/2032	Common Stock	3,672	$0	0	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 20, 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 24, 2019, vested in part on June 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of share units for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022.

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 16, 2020, vested in part on June 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of share units for the fiscal year ending June 30, 2020 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022.

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, 2021, vested in part on June 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of share units for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022.

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 22, 2022, vested in part on June 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of share units for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022.

6. The options vest at the rate of 25% per year, with the initial vesting on June 20, 2024.

7. 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 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of stock option shares for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022.

8. 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 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of stock option shares for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022.

9. 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 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of stock option shares for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022.

	/s/ Stephen T. Wills by Stephen A. Slusher, Attorney-in-Fact	06/22/2023
	** Signature of Reporting Person	Date
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