GTHX G1 Therapeutics Inc

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 * RUDNICK SETH	2. Issuer Name and Ticker or Trading Symbol G1 Therapeutics, Inc. [ GTHX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 700 PARK OFFICES DRIVE, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 6/29/2021
(Street) RESEARCH TRIANGLE PARK, NC 27709 (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	6/29/2021		M		7969.00	A	$0.39	12358.00	D
Common Stock	6/29/2021		M		2031.00	A	$0.30	14389.00	D
Common Stock	6/29/2021		S(1)		10000.00	D	$22.3477 (2)	4389.00 (3)	D
Common Stock								5266.00	I	See Footnote (4)

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)	$0.30	6/29/2021		M			2031.00	(5)	2/27/2025	Common Stock	2031.00	$0.00	11859.00	D
Stock Options (Right to Buy)	$0.39	6/29/2021		M			7969.00	(5)	7/11/2024	Common Stock	7969.00	$0.00	0.00	D

Explanation of Responses:
(1)	The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan.
(2)	The price represents the weighted average price with a low of $22.11 and a high of $22.58. The Reporting Person undertakes to provide G1 Therapeutics, Inc., any security holder of G1 Therapeutics, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote 2 to this Form 4.
(3)	Represents 4,389 restricted stock units
(4)	These shares are held in the Seth A. Rudnick 2014 GST Trust U/A Dated 03/01/2014 (the "Trust") for the benefit of the Reporting Person's heirs. The Reporting Person's spouse is trustee of the Trust. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(5)	All shares underlying this option have vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RUDNICK SETH 700 PARK OFFICES DRIVE, SUITE 200 RESEARCH TRIANGLE PARK, NC 27709	X

Signatures
/s/ James Stillman Hanson, attorney-in-fact		6/30/2021
**Signature of Reporting Person		Date