PUMA BIOTECHNOLOGY, INC. — Director's Dealing 2012

Feb 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PUMA BIOTECHNOLOGY, INC. (NONE)
CIK: 0001401667
Period of Report: 2012-02-13

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-13	Stock Option (Right to Buy)	$3.75	A	200000	Acquired	2022-02-13	Common Stock (200000)	Direct

Footnotes

F1: The vesting commencement date ("Vesting Commencement Date) of the option is February 13, 2012. Subject to the Reporting Person's continued status as an employee of the Issuer, the option shall vest and become exercisable with respect to one-third (1/3rd) of the shares subject thereto on the first anniversary of the Vesting Commencement Date, and with respect to an additional 1/36th of the shares subject thereto on each monthly anniversary of the Vesting Commencement Date thereafter; (continued to Footnote 2 below)

F2: (Continued from Footnote 1 above) provided, however, that if the Reporting Person experiences a Termination of Service by the Issuer without Cause or by the Reporting Person with Good Reason, each as defined in the employment agreement between the Issuer and the Reporting Person dated January 19, 2012 (the "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, as defined in the Employment Agreement, then (i) the option shall vest and become exercisable in full on the later to occur of such termination or the Change in Control, and (ii) the option shall remain exercisable until the earlier to occur of the first anniversary of such termination or the expiration date of the option reported herein.