PUMA BIOTECHNOLOGY, INC. — Director's Dealing 2012

Oct 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PUMA BIOTECHNOLOGY, INC. (PBYI)
CIK: 0001401667
Period of Report: 2012-10-24

Reporting Person: AUERBACH ALAN H (Director, PRESIDENT, CEO & SECRETARY, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-24	Warrant to Purchase Common Stock	$16.00	A	2116250	Acquired	2021-10-04	Common Stock (2116250)	Direct

Footnotes

F1: This warrant was issued to the Reporting Person on October 4, 2011 and is exercisable following an offering of the Issuer's securities resulting in gross cash proceeds to the Issuer of at least $15 million. This warrant has a ten-year term, an exercise price equal to the price per share paid in such offering, and is exercisable for the number of shares of common stock as would be necessary for the Reporting Person to maintain, as calculated under the terms of such warrant, ownership of 20% of the Issuer's outstanding shares of common stock after such offering.

F2: The warrant became exercisable on October 24, 2012 following the closing of a $138 million public offering by the Issuer.