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 *

Gionco David
2. Issuer Name and Ticker or Trading Symbol

STEMLINE THERAPEUTICS INC [ STML ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Accounting Officer
(Last)          (First)          (Middle)

C/O STEMLINE THERAPEUTICS, INC., 750 LEXINGTON AVENUE, ELEVENTH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

12/23/2019
(Street)

NEW YORK, NY 10022
(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
Common Stock 12/23/2019  S  421 (1)D$10.58 (2)239517 (3)D  
Common Stock 12/24/2019  S  2388 (1)D$10.97 (2)237129 (3)D  
Common Stock 12/26/2019  S  1511 (1)D$10.75 (2)235618 (3)D  
Common Stock 12/27/2019  S  197 (1)D$10.48 (2)235421 (3)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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) In connection with the vesting of 9,505 shares on December 21, 2019, a total of 4,517 shares were sold by the Company in order to satisfy the reporting person's tax withholding obligations. The reporting person had no discretion with respect to such sale, which was conducted automatically in accordance with the issuer's corporate policies. 421 shares were sold on December 23, 2019; 2,388 shares were sold on December 24, 2019; 1,511 shares were sold on December 26, 2019; and 197 shares were sold on December 27, 2019.
(2) Reflects the weighted average sale price. The range of prices for the shares sold on December 23, 2019 was $10.37 to $10.75; the range of prices for the shares sold on December 24, 2019 was $10.81 to $11.15; the range of prices for the shares sold on December 26, 2019 was $10.52 to $11.20; and the range of prices for the shares sold on December 27, 2019 was $10.34 to $10.76. The reporting person effected multiple same-way open market sale transactions on the same day at different prices through a trade order executed by a broker-dealer. The reporting person reported on a single line all such transactions that occurred within a one dollar price range. The reporting person hereby undertakes to provide upon request by the Securities Exchange Commission staff, the issuer, or a shareholder of the issuer, full information regarding the number of shares sold at each separate price.
(3) Of the shares listed, 180,402 shares are restricted stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gionco David
C/O STEMLINE THERAPEUTICS, INC.
750 LEXINGTON AVENUE, ELEVENTH FLOOR
NEW YORK, NY 10022


Chief Accounting Officer

Signatures
/s/ David Gionco1/3/2020
**Signature of Reporting PersonDate

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