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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 * Power Sean A   2. Issuer Name and Ticker or Trading Symbol TG THERAPEUTICS, INC. [TGTXD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO, Secretary and Treasurer (Last) (First) (Middle) 787 SEVENTH AVENUE, 48TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 04/30/2012 (Street) NEW YORK, NY 10019 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 04/30/2012   C   150,000 A (1) 150,000 D   COMMON STOCK 05/16/2012   A(2)   350,000 A $ 0 500,000 (3) 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

SERIES A PREFERRED STOCK

(1)

04/30/2012

C

16,875

(1)

(1)

Common Stock

16,875

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Power Sean A 787 SEVENTH AVENUE, 48TH FLOOR NEW YORK, NY 10019			CFO, Secretary and Treasurer

Signatures

/s/ Sean A. Power		05/17/2012
**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)	The Series A convertible Preferred Stock converted into issuer common stock on a 500-for-1 basis and had no expiration date.
(2)	Reflects a grant of restricted shares that will vest according to the following schedule: 50% in equal installments on the 3rd, 4th, and 5th anniversary of the date of grant; 25% on the first date that the issuer achieves a pre-established market capitalization target; and 25% on the first date that the issuer achieves another pre-established market capitalization target.
(3)	Includes 150,000 shares of Common Stock, which vest as follows: 25,000 on each of November 15, 2012, November 15, 2013, and November 15, 2014; 37,500 upon the occurrence of the registrant achieving a particular market capitalization target; and 37,500 upon the occurrence of the registrant achieving a second particular market capitalization target. On April 30, 2012, the issuer effected a reverse stock split, pursuant to which every 56.25 shares of common stock issued and outstanding immediately prior to the effective time of the reverse stock split automatically combined into one share of common stock, resulting in Mr. Power's ownership of 8,287,500 less shares of common stock. The figures outlined above reflect the post-split holdings of Mr. Power.

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