Thomas C. Chen - Mar 25, 2025 Form 3 Insider Report for NEONC TECHNOLOGIES HOLDINGS, INC. (NTHI)

Role: CEO, Director, 10%+ Owner
Signature: /S/ THOMAS C CHEN
Stock symbol: NTHI
Transactions as of: Mar 25, 2025
Transactions value $: $0
Form type: 3
Date filed: 3/25/2025, 04:43 PM
Next filing: Apr 8, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NTHI	Common Stock						546K	Mar 25, 2025	Direct	F1
holding	NTHI	Common Stock						888K	Mar 25, 2025	By NeuCen Biomedical Co. Ltd.	F2
holding	NTHI	Common Stock						2.83M	Mar 25, 2025	By TR Chen Third Family Limited Partnership.	F3
holding	NTHI	Common Stock						225K	Mar 25, 2025	By HCWG LLC.	F4
holding	NTHI	Common Stock						93.3K	Mar 25, 2025	By Tien Duan Chen Trust.	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NTHI	Common Stock							Mar 25, 2025	Common Stock	267K	$0.00	Direct	F6, F7, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes (i) 533,332 shares of restricted common stock ("Shares") granted pursuant to Issuer's 2023 Equity Incentive Plan ("Incentive Plan"), of which 266,666 shares vest on a date that is seven months after Issuer's initial listing, and 266,666 vest over the following 12 months in equal tranches on the first day of each month commencing on the eighth month after the effective date of Issuer's initial listing. Also includes shares held by certain members of Reporting Person's immediate family of which Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest, if any, therein.
F2	Shares held by Neucen Biomedical Co. Ltd. ("Neucen"). Neucen is owned in part by Reporting Person, who disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.
F3	Shares held by T. R. Chen Third Family Limited Partnership, a NV limited partnership, of which Reporting Person and his spouse are the general partners with sole voting and dispositive power. Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.
F4	Such shares represent only Reporting Person's percentage interest in HCWG LLC.
F5	Shares held by Tien Duan Chen Trust. Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest, if any, therein.
F6	Restricted common stock granted pursuant to Issuer's Incentive Plan. Vesting of such shares is based on achievement of certain performance criteria (other than the price of Issuer's common stock), as determined solely by Issuer's Compensation Committee on the second Monday of June and December of each calendar year.
F7	See footnote 6.
F8	Not applicable.
F9	This is a target number only. The actual number of shares of common stock deliverable is subject to adjustment as described in Reporting Person's Restricted Stock Award Agreement. Reporting Person may acquire shares of Issuer's common stock to the extent that the performance criteria are satisfied.