Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GRAY WILLIAM GARRETT

2. Issuer Name and Ticker or Trading Symbol
Checkpoint Therapeutics, Inc. [CKPT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
See Remarks

(Last)

(First)

(Middle)

2 GANSEVOORT ST, 9TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2019

(Street)

NEW YORK, NY 10014

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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 (RESTRICTED)	01/24/2019		A		90,000 ⁽¹⁾	A	$ 0	220,000 ⁽²⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GRAY WILLIAM GARRETT 2 GANSEVOORT ST, 9TH FLOOR NEW YORK, NY 10014			See Remarks

Signatures

/s/ Garrett Gray		01/25/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares of restricted stock vest as follows: one-half on January 24, 2021, one-fourth on January 24, 2022, and one-fourth on January 24, 2023.
(2)	Includes 50,000 shares of restricted stock that were granted on March 2, 2016, as previously reported, and will vest as follows: (i) 33,334 shares vest on March 2, 2019; and (ii) 16,666 shares vest on March 2, 2020. Also includes 30,000 shares of restricted stock that were granted on December 15, 2016, as previously reported, and will vest as follows: (i) 22,500 shares vest on December 15, 2019; and (ii) 7,500 shares vest on December 15, 2020. Also includes 50,000 shares of restricted stock that were granted on January 30, 2018, as previously reported, and will vest as follows: (i) 25,000 shares vest on January 30, 2020; (ii) 12,500 shares vest on January 20, 2021; and (iii) 12,500 shares vest on January 30, 2022. Also includes 90,000 shares of restricted stock that were granted on January 24, 2019, as reported herein, and will vest as follows: (i) 45,000 shares vest on January 24, 2021; (ii) 22,500 shares vest on January 24, 2022; and (iii) 22,500 shares vest on January 24, 2023.
Remarks: Principal Financial Officer, VP Finance and Accounting

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