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 * WILLS STEPHEN T 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
(Last)         (First)         (Middle)
PALATIN TECHNOLOGIES, INC., 4B CEDAR BROOK DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
6/22/2021
(Street)
CRANBURY, NJ 08512
(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  6/22/2021    A    609000 (1) A $0 (1) 7305782  D   
Common stock  6/22/2021    A    200000 (2) A $0 (2) 7505782  D   
Common stock  6/22/2021    A    45299 (3) A $0 (3) 7551081  D   
Common stock  6/22/2021    A    108615 (4) A $0 (4) 7659696  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 options (right to buy)  $.55  6/22/2021    A    V 497000      6/22/2024 (5) 6/22/2031  Common stock  497000  $0  497000  D   
Stock option (right to buy)  $.58  6/22/2021    A    V 179985      6/22/2021 (6) 6/16/2030  Common stock  179985  $0  179985  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, starting on June 22, 2022.
(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 restricted share units vest only if within two years of the date of grant for a twenty consecutive trading day period the price of common stock on the NYSE American for Palatin Technologies, Inc. closes at $2.00 per share or greater.
(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 24, 2019, vested in part on June 22, 2021, upon certification by the Compensation Committee that a defined performance objective as to 78% of the target number of share units for the fiscal year ending June 30, 2021 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.
(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 16, 2020, vested in part on June 22, 2021, upon certification by the Compensation Committee that a defined performance objective as to 78% of the target number of share units for the fiscal year ending June 30, 2021 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.
(5)  The options vest at the rate of 25% per year, starting on June 22, 2022.
(6)  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 22, 2021, upon certification by the Compensation Committee that a defined performance objective as to 78% of the target number of stock option shares for the fiscal year ending June 30, 2021 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WILLS STEPHEN T
PALATIN TECHNOLOGIES, INC.
4B CEDAR BROOK DRIVE
CRANBURY, NJ 08512


Executive VP and CFO/COO

Signatures
/s/ Stephen T. Wills, by Stephen A. Slusher, Attorney-In-Fact 6/24/2021
**Signature of Reporting Person Date
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