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 * BRYCE RICHARD PAUL 2. Issuer Name and Ticker or Trading Symbol PUMA BIOTECHNOLOGY, INC. [ PBYI ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SEE REMARKS
(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    52846 (1) A $0.00  122510  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     74341       (2) 2/16/2031  COMMON STOCK  74341  $0.00  74341  D   

Explanation of Responses:
(1)  Subject to the Grantee's continued service with the Company through the applicable vesting date, the Restricted Stock Units shall vest with respect to (i) one-third (1/3) of the Restricted Stock Units on the first anniversary of of the 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.
(2)  Subject to the Optionee's continued service with the Company through the applicable vesting date, the Option shall vest and become exercisable with respect to (i) one-third (1/3) of the Shares (as defined in the Plan) underlying the Option 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.

Remarks:
Title of Reporting Person: Chief Medical and Scientific Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BRYCE RICHARD PAUL
C/O PUMA BIOTECHNOLOGY, INC.
10880 WILSHIRE BLVD., SUITE 2150
LOS ANGELES, CA 90024


SEE REMARKS

Signatures
/s/ Richard Paul Bryce 2/19/2021
**Signature of Reporting Person Date