Ownership Submission
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 *
WEISS MICHAEL S
   2. Issuer Name and Ticker or Trading Symbol
TG THERAPEUTICS, INC. [TGTXD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(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   3,524,560 A (1) 3,691,228 D  
COMMON STOCK 05/16/2012   A(2)   1,500,000 A $ 0 5,191,228 (3) (4) D  
COMMON STOCK 05/16/2012   P   1,500 A $ 6.25 5,192,728 (3) (4) 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     396,513   (1)   (1) Common Stock 396,513 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WEISS MICHAEL S
787 SEVENTH AVENUE, 48TH FLOOR
NEW YORK, NY 10019		   X   X   See Remarks  

Signatures

 /s/ Michael Weiss   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 1,000,000 shares of Common Stock, which vest as follows: 125,000 on each of November 15, 2012, November 15, 2013, November 15, 2014, and November 15, 2015; 250,000 upon the occurrence of the registrant achieving a particular market capitalization target; and 250,000 upon the occurrence of the registrant achieving a second particular market capitalization target. In addition, Mr. Weiss purchased shares in the Offering conducted by the Company which closed on December 30, 2011. As a result of that purchase he owns 133,334 shares of our Common Stock, and 33,334 warrants to purchase Common Stock at $2.25, exercisable for five years. Finally, also included in Mr. Weiss' beneficial ownership are 2,524,560 shares of Common Stock issued to Opus Point Partners, LLC, of which Mr. Weiss is a co-founder, managing partner, and principal and beneficially owns a 50% interest.
(4) 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. Weiss' ownership of 203,940,273 less shares of common stock. The figures outlined above reflect the post-split holdings of Mr. Weiss.
 
Remarks:
Executive Chairman, Interim CEO and President

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