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 *
Dinerman Michael
  2. Issuer Name and Ticker or Trading Symbol
Viking Therapeutics, Inc. [VKTX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
C/O VIKING THERAPEUTICS, INC., 11119 NORTH TORREY PINES ROAD, SUITE 50
3. Date of Earliest Transaction (Month/Day/Year)
05/04/2015
(Street)

SAN DIEGO, CA 92037
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, par value $0.00001 per share 05/04/2015   D   998,250 (1) D (2) 576,750 (3) D  
Common Stock, par value $0.00001 per share 05/04/2015   A(4)   105,000 A $ 0 681,750 D  
Common Stock, par value $0.00001 per share 05/04/2015   C   3,642 A (5) 685,392 D  
Common Stock, par value $0.00001 per share 05/04/2015   F(6)   8,724 A $ 9.49 694,116 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
Stock Option (Right to Buy) $ 9.49 05/04/2015   A   45,000   05/04/2015(7) 05/04/2025 Common Stock 45,000 $ 0 45,000 D  
Convertible Note due 2015 $ 6 (5) 05/04/2015   C     $ 21,854   (5)   (5) Common Stock 3,642 $ 0 3,642 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dinerman Michael
C/O VIKING THERAPEUTICS, INC.
11119 NORTH TORREY PINES ROAD, SUITE 50
SAN DIEGO, CA 92037
      Chief Operating Officer  

Signatures

 /s/ Michael Morneau, as Attorney-in-Fact   05/06/2015
**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) Of the shares repurchased by the Issuer, 901,216 shares were fully vested and 97,034 were subject to vesting.
(2) Shares were repurchased by the Issuer at a price of $0.00001 per share.
(3) Includes 56,091 shares of restricted stock that are subject to vesting, of which 11,214 will vest on May 26, 2015 and each month thereafter through and including August 26, 2015 and 11,235 which will vest on September 26, 2015.
(4) Represents a restricted stock award of common stock under the Issuer's 2014 Equity Incentive Plan. One third of the shares subject to the restricted stock award shall vest on each one year anniversary of the grant date of the award.
(5) The outstanding principal balance under the convertible note, plus all accrued and unpaid interest thereon, automatically converted into shares of common stock upon the closing of the Issuer's initial public offering at a conversion price equal to 75% of the price at which shares were sold to the public. The convertible note had no expiration date.
(6) Represents a restricted stock award of 20,186 shares of common stock granted under the Issuer's 2014 Equity Incentive Plan. All of the shares subject to the restricted stock award vested immediately upon grant. In order to satisfy certain tax withholding obligations, the Issuer repurchased 11,462 of these shares from the Reporting Person.
(7) 25% of the shares subject to the option were vested upon grant and 25% of the shares subject to the option will vest on each one year anniversary of the grant date.

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