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 * AUERBACH ALAN H 2. Issuer Name and Ticker or Trading Symbol PUMA BIOTECHNOLOGY, INC. [ PBYI ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
PRESIDENT AND CEO
(Last)         (First)         (Middle)
C/O PUMA BIOTECHNOLOGY, INC., 10880 WILSHIRE BLVD., SUITE 2150
3. Date of Earliest Transaction (MM/DD/YYYY)
2/17/2021
(Street)
LOS ANGELES, CA 90024
(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  2/17/2021    A    149951 (1)(2) A $0.00  4432987  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)  $12.02  2/17/2021    A     210944       (3)(4) 2/16/2031  COMMON STOCK  210944  $0.00  210944  D   

Explanation of Responses:
(1)  Subject to the Grantee's continued status as an Employee, the Restricted Stock Units shall vest with respect to (i) one-third (1/3rd) of the Restricted Stock Units on the first anniversary of the vesting commencement date of January 1, 2021 (the "Vesting Commencement Date"), and (ii) one-sixth (1/6th) of the Restricted Stock Units on each of July 1, 2022, January 1, 2023, July 1, 2023 and January 1, 2024; provided, however, that if the Grantee experiences a Termination of Service by the Company without Cause or by the Grantee with Good Reason (each as defined in Mr. Auerbach's employment agreement), in either case, during the period beginning sixty (60) days prior to and ending eighteen (18) months after the occurrence of a Change in Control, then (subject to timely executing and not revoking the Release Agreement (as defined in the employment agreement)) the Restricted Stock Units shall vest in full on the later to occur of such termination or the Change in Control. (See footnote 2)
(2)  (continued from Footnote 1 above) Unless otherwise defined herein, the terms used herein have the same defined meanings as in the Restricted Stock Unit Agreement.
(3)  Subject to the Optionee's continued status as an Employee, the Option shall vest and become exercisable with respect to (i) one-third (1/3rd) of the Shares subject thereto on the first anniversary of January 1, 2021 (the "Vesting Commencement Date"), and (ii) one-sixth (1/6th) of the Shares subject thereto on each of July 1, 2022, January 1, 2023, July 1, 2023, and January 1, 2024; provided, however, that if the Optionee experiences a Termination of Service by the Company without Cause or by the Optionee with Good Reason (each as defined in Mr. Auerbach's employment agreement), in either case, during the period beginning sixty (60) days prior to and ending eighteen (18) months after the occurrence of a Change in Control, then (subject to timely executing and not revoking the Release Agreement (as defined in the employment agreement)) (i) the Option shall vest and become exercisable in full on the later to occur of such termination or the Change in Control, and (continued in footnote 4)
(4)  (continued from footnote 3 above) (ii) the Option shall remain exercisable until the earlier to occur of the first anniversary of such termination or the Expiration Date. Unless otherwise defined herein, the terms used herein have the same defined meanings as in the Stock Option Agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
AUERBACH ALAN H
C/O PUMA BIOTECHNOLOGY, INC.
10880 WILSHIRE BLVD., SUITE 2150
LOS ANGELES, CA 90024
X X PRESIDENT AND CEO

Signatures
/s/ Alan H. Auerbach 2/19/2021
**Signature of Reporting Person Date