FORM 4
[ X ] 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
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MIDDLETON FRED A
2. Issuer Name and Ticker or Trading Symbol

ENDOCYTE INC [ ECYT ]
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)

3000 KENT AVE., SUITE A1-100
3. Date of Earliest Transaction (MM/DD/YYYY)

12/21/2018
(Street)

WEST LAFAYETTE, IN 47906
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/11/2018     G   V 83860   (1) D $0   113489   D    
Common Stock   12/21/2018     D    110189   D $24.00   (2) 0   D    
Common Stock   12/21/2018     D    3300   D $24.00   (3) 0   D    
Common Stock   12/21/2018     D    1017304   D $24.00   (2) 0   I   By Sanderling Venture Partners V, L.P.   (4) (5)
Common Stock   12/21/2018     D    1212413   D $24.00   (2) 0   I   By Sanderling Venture Partners VI Co-Investment Fund, L.P.   (4) (5)
Common Stock   12/21/2018     D    267491   D $24.00   (2) 0   I   By Sanderling Venture Partners V Co-Investment Fund, L.P.   (4) (6)
Common Stock   12/21/2018     D    249148   D $24.00   (2) 0   I   By Sanderling V Biomedical, L.P.   (4) (5)
Common Stock   12/21/2018     D    162170   D $24.00   (2) 0   I   By Sanderling V Biomedical Co-Investment Fund, L.P.   (4) (5)
Common Stock   12/21/2018     D    113315   D $24.00   (2) 0   I   By Sanderling V Limited Partnership   (4) (5)
Common Stock   12/21/2018     D    100828   D $24.00   (2) 0   I   By Sanderling V Beteiligungs GmbH & Co. KG   (4) (5)
Common Stock   12/21/2018     D    10049   D $24.00   (2) 0   I   By Sanderling VI Limited Partnership   (4) (5)
Common Stock   12/21/2018     D    8434   D $24.00   (2) 0   I   By Sanderling VI Beteiligungs GmbH & Co. KG   (4) (5)
Common Stock   12/21/2018     D    904465   D $24.00   (2) 0   I   By Sanderling V Strategic Exit Fund, L.P.   (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Stock Option (right to buy)   $6.00   12/21/2018     D         15706      (7) 2/9/2021   Common Stock   15706   $18.00   (7) 0   D    
Stock Option (right to buy)   $11.80   12/21/2018     D         10000      (7) 5/26/2021   Common Stock   10000   $12.20   (7) 0   D    
Stock Option (right to buy)   $6.43   12/21/2018     D         10000      (7) 5/31/2022   Common Stock   10000   $17.57   (7) 0   D    
Stock Option (right to buy)   $12.94   12/21/2018     D         14000      (7) 6/19/2023   Common Stock   14000   $11.06   (7) 0   D    
Stock Option (right to buy)   $6.69   12/21/2018     D         14000      (7) 5/15/2024   Common Stock   14000   $17.31   (7) 0   D    
Stock Option (right to buy)   $6.02   12/21/2018     D         13500      (7) 5/14/2025   Common Stock   13500   $17.98   (7) 0   D    
Stock Option (right to buy)   $3.35   12/21/2018     D         13500      (7) 5/5/2026   Common Stock   13500   $20.65   (7) 0   D    
Stock Option (right to buy)   $2.27   12/21/2018     D         19500      (7) 5/4/2027   Common Stock   19500   $21.73   (7) 0   D    
Stock Option (right to buy)   $10.81   12/21/2018     D         19500      (8) 5/3/2028   Common Stock   19500   $13.19   (8) 0   D    

Explanation of Responses:
(1)  Represents a gift of 83,860 shares to a non-profit organization.
(2)  Pursuant to the Agreement and Plan of Merger, dated as of October 17, 2018 (the "Merger Agreement"), by and among Endocyte, Inc. (the "Company"), Novartis AG ("Novartis") and Edinburgh Merger Corporation, a wholly owned subsidiary of Novartis ("Merger Sub"), at the effective time (the "Effective Time") of the merger of Merger Sub with and into the Company, which Effective Time occurred on December 21, 2018, each share of Company common stock was converted into the right to receive an amount in cash equal to $24.00, without interest and less any applicable withholding taxes.
(3)  This restricted stock unit ("RSU") award provided for vesting and settlement 100% on the business day prior to the Company's annual stockholder meeting following May 3, 2018 in the form of one share of Company common stock for each RSU. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to $24.00, multiplied by the number of shares of Company common stock subject to such RSU, less any applicable withholding taxes.
(4)  Mr. Middleton disclaims beneficial ownership of the shares directly held by the entities affiliated with Sanderling except to the extent of his individual pecuniary interest therein.
(5)  Fred Middleton is a managing director of Middleton, McNeil & Mills Associates V, LLC which has the ultimate voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG, Sanderling VI Limited Partnership and Sanderling V Strategic Exit Fund, L.P. and he may be deemed to have voting and investment power over shares held of record by Sanderling V Beteiligungs GmbH & Co. KG, Sanderling V Biomedical Co-Investment Fund, L.P., Sanderling V Biomedical, L.P., Sanderling V Limited Partnership, Sanderling Venture Partners V, L.P., Sanderling Venture Partners VI Co-Investment Fund, L.P., Sanderling VI Beteiligungs GmbH and Co. KG, Sanderling V Strategic Exit Fund, L.P. and Sanderling VI Limited Partnership.
(6)  Fred Middleton is a managing director of Middleton, McNeil & Mills Associate V, LLC which has the ultimate voting and investment power over shares held of record by Sanderling Venture Partners V Co-Investment Fund, L.P. and he may be deemed to have voting and investment power over shares of record by Sanderling Venture Partners V Co-Investment Fund, L.P.
(7)  This Company stock option was fully vested immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes.
(8)  This Company stock option was scheduled to vest 100% on the business day prior to the Company's annual stockholder meeting following May 3, 2018. Pursuant to the Merger Agreement, at the Effective Time, each Company stock option that was outstanding immediately prior to the Effective Time was canceled and converted into the right to receive an amount in cash, without interest, equal to the excess of $24.00 over the exercise price with respect to such stock option, multiplied by the number of shares of Company common stock subject to such stock option, less any applicable withholding taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MIDDLETON FRED A
3000 KENT AVE., SUITE A1-100
WEST LAFAYETTE, IN 47906
X



Signatures
/s/ Michael A. Sherman, Attorney-in-Fact for Fred A. Middleton (power of attorney previously filed) 12/21/2018
** 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.
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