Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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

1. Name and Address of Reporting Person * Schwalm Cynthia	2. Issuer Name and Ticker or Trading Symbol G1 Therapeutics, Inc. [ GTHX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 700 PARK OFFICES DRIVE, SUITE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 6/17/2021
(Street) RESEARCH TRIANGLE PARK, NC 27709 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	6/17/2021		A		4389.00 (1)	A	$0.00 (2)	5889.00 (3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$21.97	6/17/2021		A		19620.00		(4)	6/17/2031	Common Stock	19620.00	$0.00	19620.00	D

Explanation of Responses:
(1)	Represents a restricted stock unit ("RSU") award that vests in its entirety twelve months after June 17, 2021, subject to the Reporting Person's continued service as a director.
(2)	Each RSU represents a contingent right to receive one share of Issuer common stock
(3)	Represents 1,500 shares of common stock and 4,389 restricted stock units
(4)	The shares underlying this option will vest in their entirety twelve months after June 17, 2021, subject to the Reporting Person's continued service as a director.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Schwalm Cynthia 700 PARK OFFICES DRIVE, SUITE 200 RESEARCH TRIANGLE PARK, NC 27709	X

Signatures
/s/ James Stillman Hanson, attorney-in-fact		6/21/2021
**Signature of Reporting Person		Date