MARCIA BELVIN - 22 Mar 2023 Form 3 Insider Report for CytomX Therapeutics, Inc. (CTMX)

Role: SVP, Chief Scientific Officer
Signature: /s/ Lloyd Rowland, as Attorney-in-Fact for Marcia Belvin
Issuer symbol: CTMX
Transactions as of: 22 Mar 2023
Net transactions value: $0
Form type: 3
Filing time: 29 Mar 2023, 19:50:17 UTC
Next filing: 22 Sep 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CTMX	Common Stock						80,820	22 Mar 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	CTMX	Performance Stock Units (PSUs)							22 Mar 2023	Common Stock	11,250		Direct	F2
holding	CTMX	Performance Stock Units (PSUs)							22 Mar 2023	Common Stock	22,500		Direct	F3
holding	CTMX	Performance Stock Units (PSUs)							22 Mar 2023	Common Stock	75,000		Direct	F4
holding	CTMX	Stock Option (Right to Buy)							22 Mar 2023	Common Stock	50,000	$26.30	Direct	F5
holding	CTMX	Stock Option (Right to Buy)							22 Mar 2023	Common Stock	17,740	$11.22	Direct	F5
holding	CTMX	Stock Option (Right to Buy)							22 Mar 2023	Common Stock	34,000	$7.13	Direct	F6
holding	CTMX	Stock Option (Right to Buy)							22 Mar 2023	Common Stock	40,000	$7.02	Direct	F7
holding	CTMX	Stock Option (Right to Buy)							22 Mar 2023	Common Stock	150,000	$7.85	Direct	F8
holding	CTMX	Stock Option (Right to Buy)							22 Mar 2023	Common Stock	30,000	$5.34	Direct	F9
holding	CTMX	Stock Option (Right to Buy)							22 Mar 2023	Common Stock	135,000	$4.13	Direct	F10
holding	CTMX	Stock Option (Right to Buy)							22 Mar 2023	Common Stock	135,000	$1.59	Direct	F11
holding	CTMX	Stock Option (Right to Buy)							22 Mar 2023	Common Stock	100,000	$2.59	Direct	F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 56,875 restricted stock units.
F2	Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. 22,500 PSUs originally granted on October 24, 2021. 50% of the PSUs vested upon achievement of a certain performance-based milestone on July 19, 2022 and the remaining 50% of the PSUs vest upon achievement of a certain performance-based milestone within 2 years from grant date.
F3	Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. 50% of the PSUs vest upon achievement of a certain performance-based milestone by 12/31/2023 and 50% of the PSUs vest upon achievement of a certain performance-based milestone by 12/31/2024.
F4	Each Performance Stock Unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock upon vesting. 50% of the PSUs vest upon the achievement of each of two clinical milestones.
F5	The shares subject to the option are fully vested and exercisable.
F6	1/48th of the shares subject to the option vest on each monthly anniversary measured from January 1, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.
F7	1/48th of the shares subject to the option vest on each monthly anniversary measured from October 5, 2020 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.
F8	1/48th of the shares subject to the option vest on each monthly anniversary measured from February 26, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.
F9	1/48th of the shares subject to the option vest on each monthly anniversary measured from October 24, 2021 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.
F10	1/48th of the shares subject to the option vest on each monthly anniversary measured from February 2, 2022 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.
F11	1/36th of the shares subject to the option vest on each monthly anniversary measured from August 10, 2022 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the third anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service to the Issuer through each such date.
F12	1/48th of the shares subject to the option vest on each monthly anniversary measured from February 2, 2023 (the "Vesting Commencement Date"), such that 100% of the shares subject to the option will be fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

Exhibit 24.1 - Power of Attorney