SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* Herman Philip Karl (Last) (First) (Middle) C/O Y-MABS THERAPEUTICS, INC. 230 PARK AVENUE, SUITE 3350 (Street) NEW YORK NY 10169 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2020	3. Issuer Name and Ticker or Trading Symbol Y-mAbs Therapeutics, Inc. [ YMAB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Sr. VP and CCO	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	10/07/2028	Common Stock	20,000	13.11	D
Employee Stock Option (right to buy)	(2)	06/12/2029	Common Stock	20,000	21.45	D
Employee Stock Option (right to buy)	(3)	12/10/2029	Common Stock	20,000	33.74	D

Explanation of Responses:

1. The stock option vested and became exercisable as to 25% of the shares subject to the option on 10/07/2019 and thereafter vests and becomes exercisable by 1/48th in equal monthly instalments, subject to continued employment of the Reporting Person at such times.

2. The stock option vests and becomes exercisable as to 25% of the shares subject to the option on 6/12/2020 and thereafter vests and becomes exercisable by 1/48th in equal monthly instalments, subject to continued employment of the Reporting Person at such times.

3. The stock option vests and becomes exercisable as to 25% of the shares subject to the option on 12/10/2020 and thereafter vests and becomes exercisable by 1/48th in equal monthly instalments, subject to continued employment of the Reporting Person at such times.

	s/s Philip Karl Herman	01/09/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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