PUMA BIOTECHNOLOGY, INC. — Director's Dealing 2021

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PUMA BIOTECHNOLOGY, INC. (PBYI)
CIK: 0001401667
Period of Report: 2021-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-17	COMMON STOCK	A	149951	$0.00	Acquired	4432987	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-17	STOCK OPTION (RIGHT TO BUY)	$12.02	A	210944	Acquired	2031-02-16	COMMON STOCK (210944)	Direct

Footnotes

F1: 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)

F2: (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.

F3: 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)

F4: (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.