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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Canaan IX L.P.
(Last) (First) (Middle)
285 RIVERSIDE AVENUE, SUITE 250
(Street)
WESTPORT CT 06880
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CytomX Therapeutics, Inc. [ CTMX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/11/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. 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 10/11/2016 J(1) 300,000 D (1) 3,944,381 I See Footnote(2)
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 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: 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
1. Name and Address of Reporting Person*
Canaan IX L.P.
(Last) (First) (Middle)
285 RIVERSIDE AVENUE, SUITE 250
(Street)
WESTPORT CT 06880
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Canaan Partners IX LLC
(Last) (First) (Middle)
285 RIVERSIDE AVENUE, SUITE 250
(Street)
WESTPORT CT 06880
(City) (State) (Zip)
Explanation of Responses:
1. On October 11, 2016, Canaan IX L.P. (the "Canaan Fund") distributed, for no consideration, 300,000 shares of Common Stock of the issuer (the "Shares") to its limited partners and to Canaan Partners IX LLC ("Canaan IX" and, together with the Canaan Fund, the "Canaan Entities"), the general partner of the Canaan Fund, representing each such partner's pro rata interest in the shares held by the Canaan Fund. On the same date, Canaan IX distributed, for no consideration, the Shares it received from the distribution to its members in an amount equal to each such member's pro rata interest in the Shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended.
2. The shares are held directly by the Canaan Fund. Canaan IX, is the sole general partner of the Canaan Fund, and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Timothy Shannon, a non-managing member of Canaan IX, serves as representative of the Canaan Entities on the issuer's board of directors. Canaan IX disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of its pecuniary interest therein, if any.
Remarks:
Exhibit 24 - Power of Attorney filed herewith
Canaan IX L.P., By: Canaan Partners IX LLC, its general partner, By: /s/ Nancy Levenson, Attorney-in-Fact 10/12/2016
Canaan Partners IX LLC, By: /s/ Nancy Levenson, Attorney-in-Fact 10/12/2016
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                                                      EXHIBIT 24

                               POWER OF ATTORNEY

       1.	Appointment, Powers and Revocation.  KNOW ALL MEN BY THESE PRESENTS,
that each undersigned, and if such undersigned is not a natural person, acting
by and through one of its authorized representatives (each such undersigned
person or entity, a "Grantor"), effective from the date set forth opposite the
name of such Grantor on the signature pages hereto (such date, for each Grantor,
is hereinafter referred to as such Grantor's "Effective Date"), hereby
constitutes and appoints each of Guy M. Russo, Nancy Levenson and Janine
MacDonald as the Grantor's true and lawful attorney-in-fact and agent (each, an
"Attorney-In- Fact"), with full power of substitution and re-substitution, for
the Grantor and in the Grantor's place and stead, in any and all capacities
to: (a) sign any and all instruments, certificates and documents required to be
executed on behalf of the Grantor as an individual (if applicable) or in the
Grantor's capacity as a general partner, manager, member, managing member or
authorized signatory, as the case may be, on behalf of any of the following
(i) Canaan Management LLC (together with its subsidiaries and affiliates,
"Canaan Partners"), (ii) any of the funds or accounts managed, advised or
sponsored by Canaan Partners (the "Canaan Funds") and (iii) any of the entities
formed to act as the direct or indirect general partner, manager, managing
member or equivalent of such funds or accounts (the "Canaan General Partners",
together with Canaan Partners and the Canaan Funds collectively, the "Canaan
Entities"), including, without limitation, Canaan Equity II L.P., Canaan Equity
II Entrepreneurs LLC, Canaan Equity II L.P. (QP), Canaan Equity Partners II LLC,
Canaan Equity III L.P., Canaan Equity III Entrepreneurs LLC, Canaan Equity
Partners III LLC, Canaan VII L.P., Canaan Partners VII LLC, Canaan VIII L.P.,
Canaan Partners VIII LLC, Canaan IX L.P., Canaan Partners IX LLC, Canaan X L.P.
and Canaan Partners X LLC, in each case, pursuant to the Securities Act of 1933,
as amended, (the "Securities Act"), and any and all rules and regulations
promulgated thereunder (including, without limitation, filings pursuant to Rule
144 (Form 144)) or the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and any and all rules and regulations promulgated thereunder
(including, without limitation, filings pursuant to Section 16 (Forms 3, 4 and
5) and Section 13 (Schedule 13D, Schedule 13G, Form 13F and Form 13H) of the
Exchange Act); and (b) file the same, with all exhibits thereto, and any other
documents in connection therewith, with the Securities and Exchange Commission,
and with any other entity when and if such is mandated by the Securities Act,
the Exchange Act or by the Financial Industry Regulatory Authority, granting
unto such Attorney-In-Fact full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes as
the Grantor might or could do in person thereby, and ratifying and confirming
all that such Attorney-In-Fact, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof, or may have done in connection
with the matters described above.  By this power of attorney, each Grantor
hereby revokes all previous powers of attorney granted by him, her or it to any
Attorney-In-Fact or any other employee, representative or agent of Canaan
Partners relating to the matters described above.

       2.	Effective Date and Termination.  This power of attorney shall be
effective as to each Grantor as of such Grantor's Effective Date and shall
remain in full force and effect with respect to each Grantor and each
Attorney- In-Fact until:

             (a)	in the case of any Grantor that is an individual, the
earlier of the date on which this power of attorney is revoked in writing by
such Grantor solely as it relates to himself or herself and such Grantor's
Termination Date (as defined below);

             (b)	in the case of any Grantor that is an entity, the earlier of
the date on which this power of attorney is revoked in writing by such Grantor
solely as it relates to itself and the filing by such entity of a certificate of
cancellation or notice of dissolution with the jurisdiction in which it was
organized evidencing such entity's complete dissolution and termination under
the laws of such jurisdiction; and

             (c)	in the case of any Attorney-In-Fact, such Attorney-In-Fact's
Termination Date.

For purposes of the foregoing, "Termination Date" means (i) with respect to any
Grantor or Attorney-In-Fact that is a member or manager of any Canaan General
Partner, the date on which such Grantor becomes a "retired member" of any Canaan
General Partner or, if later, the date on which his, her or its employment with
Canaan Partners terminates for any reason and (ii) with respect to any other
Grantor or Attorney-In-Fact, the date on which his, her or its employment with
Canaan Partners terminates for any reason.

       3.	Miscellaneous.  Each of the Grantors may execute this power of
attorney in separate counterparts, and each counterpart shall be deemed to be an
original instrument.  This Agreement shall be governed by the laws of the State
of Delaware, without regard for choice-of- law provisions.

       IN WITNESS WHEREOF, this Power of Attorney has been signed as of the
respective dates set forth below.


    Dated: July 28, 2016      Canaan IX L.P.

                              By: Canaan Partners IX LLC, its General Partner

                              By: /s/ Guy M. Russo
                                 --------------------------------
                              Name: Guy M. Russo
                              Title: Member/Manager


    Dated: July 28, 2016      Canaan Partners IX LLC

                              By: /s/ Guy M. Russo
                                 --------------------------------
                              Name: Guy M. Russo
                              Title: Member/Manager