TG THERAPEUTICS, INC. — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TG THERAPEUTICS, INC. (TGTX)
CIK: 0001001316
Period of Report: 2016-12-30

Reporting Person: Power Sean A (CFO, Secretary and Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-30	Common Stock	A	100000	$0.00	Acquired	516256	Direct
2017-01-04	Common Stock	S	8816	$4.55	Disposed	507440	Direct

Footnotes

F1: Reflects a grant of restricted shares that will vest according to the following schedule: 17.5% on January 1, 2018; 17.5% on January 1, 2019; 35% on the later to occur of: (a) the date that the Company's Market Capitalization is $100 million greater than the Market Capitalization on December 31, 2016 and (b) June 30, 2019; and 30% on performance based thresholds associated with the Company?s clinical programs.

F2: Includes shares of restricted Common Stock, which vest over various time periods.

F3: In connection with the vesting of 15,000 shares on January 1, 2017, these shares were sold by the Company's restricted stock administrator in order to satisfy Mr. Power's tax withholding obligations. Mr. Power had no discretion with respect to such sale, which was transacted automatically in accordance with the Company's corporate policies regarding the vesting of restricted stock.

F4: Represents the weighted average sales price.