FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KRIEGSMAN STEVEN A
2. Issuer Name and Ticker or Trading Symbol

CYTRX CORP [ CYTR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      __ X __ Other (specify below)
CEO / Chairman of the Board
(Last)          (First)          (Middle)

11726 SAN VICENTE BLVD., SUITE 650
3. Date of Earliest Transaction (MM/DD/YYYY)

12/15/2017
(Street)

LOS ANGELES, CA 90049
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
CytRx Common Stock   12/15/2017     A    387597   (1) A $1.75   387597   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $1.75   12/15/2017     A      208334         (2) 12/14/2027   CytRx Common Stock   208334   $0   208334   D    

Explanation of Responses:
(1)  On December 6, 2017, the Compensation Committee of the Board of Directors agreed to award Mr. Kriegsman under the 2008 Equity Incentive Plan, 387,597 restricted common shares at the stock's closing prince on December 15, 2017 (the "award date"). The restricted shares will vest in equal installments on the first three anniversaries of the award date.
(2)  The stock option vests monthly for 36 months in equal installments, beginning 15 January 2018, provided Reporting Person remains in continuous employ of Issuer, or the conditions for immediate vesting occur.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KRIEGSMAN STEVEN A
11726 SAN VICENTE BLVD.
SUITE 650
LOS ANGELES, CA 90049
X
CEO Chairman of the Board

Signatures
STEVEN A. KRIEGSMAN 12/19/2017
** 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).
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 control number.
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