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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Breen Michael Martin
   2. Issuer Name and Ticker or Trading Symbol
GT Biopharma, Inc. [GTBP] 		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)
C/O GT BIOPHARMA, INC, 9350 WILSHIRE BLVD., STE. 203		 3. Date of Earliest Transaction (Month/Day/Year)
02/16/2021
(Street)

BEVERLY HILLS, CA 90212		 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 02/16/2021   A   278,058 (1) A $ 0 278,058 D  
Common Stock 02/25/2021   C   40,243 A $ 3.4 318,301 D  
Common Stock 02/25/2021   C   9,859 A $ 3.4 328,160 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase Common Stock $ 6.33 02/16/2021   A   50,000     (2) 02/15/2031 Common Stock 50,000 $ 0 50,000 D  
10% Senior Convertible Debenture $ 3.4 02/25/2021   C     100,000 09/07/2018   (3) Common Stock 40,243 $ 0 0 D  
10% Senior Convertible Debenture $ 3.4 02/25/2021   C     30,000 06/23/2020 06/23/2021 Common Stock 9,859 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Breen Michael Martin
C/O GT BIOPHARMA, INC
9350 WILSHIRE BLVD., STE. 203
BEVERLY HILLS, CA 90212		   X      

Signatures

 /s/ Michael Martin Bree   11/09/2021
**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) Represents a grant of shares of restricted stock ("RSAs"). 1/3rd of the RSAs vest on January 13, 2021, 2022 and 2023.
(2) 1/3rd of the shares vest on February 16, 2021, 2022 and 2023.
(3) While the maturity date of the Debenture was September 7, 2019, the Registrant did not repay the Debenture on the maturity date and the Debenture remained outstanding until converted.

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