Sec Form 4 Filing - SCHULER JACK W @ YIELD10 BIOSCIENCE, INC. - 2017-07-03

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 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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1. Name and Address of Reporting Person SCHULER JACK W 2. Issuer Name and Ticker or Trading Symbol YIELD10 BIOSCIENCE, INC. [ YTEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 100 N. FIELD DRIVE, SUITE 360 3. Date of Earliest Transaction (MM/DD/YY) 07/03/2017 (Street) LAKE FOREST, IL60045 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/03/2017 P 185,392 ( 1 ) A $ 4 ( 1 ) 1,383,421 ( 2 ) ( 3 ) ( 4 ) ( 5 ) I See footnote ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Common Stock Warrants $ 5.04 07/03/2017 P 185,392 01/07/2018 01/07/2024 Common Stock 185,392 ( 7 ) $ 4 ( 7 ) 485,062 ( 8 ) I See footnote ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCHULER JACK W 100 N. FIELD DRIVE SUITE 360 LAKE FOREST, IL60045 X Signatures /s/ Jack W. Schuler 08/01/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities include the 160,392 shares of common stock purchased by the Jack W. Schuler Living Trust and the 25,000 shares of common stock purchased by Schuler Grandchildren LLC for $4.00 per share pursuant to a Securities Purchase Agreement, dated July 3, 2017 by and among the Issuer and certain investors named therein (the "Investors"). ( 2 )The shares of common stock reported herein give effect to the 1-for-10 reverse stock split which became effective on May 26, 2017 in accordance with the terms of the Certificate of Amendment to the Issuer's Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on May 25, 2017. ( 3 )Mr. Schuler may be deemed to be a member of a "group" for purposes of Section 13(d) with his wife, Renate Schuler, the Schuler Family Foundation, and the Jack W. Schuler Living Trust but disclaims Section 13(d) beneficial ownership over the securities held by Ms. Schuler and the Schuler Family Foundation. ( 4 )Mr. Schuler has sole voting and investment power over the shares issued to Schuler Grandchildren LLC and the Jack W. Schuler Living Trust. He disclaims beneficial ownership over the shares held by Schuler Grandchildren LLC and has beneficial ownership over the shares held by the Jack W. Schuler Living Trust. ( 5 )The reported securities consist of 218,565 shares of common stock owned by Jack W. Schuler, 978,414 shares of common stock owned by the Schuler Family Foundation, 160,392 shares of common stock owned by the Jack W. Schuler Living Trust, and 26,050 shares of common stock owned by Schuler Grandchildren LLC (which 26,050 shares of common stock include 1,050 shares of common stock purchased on December 31, 2014). ( 6 )Mr. Schuler indirectly owns the reported securities through the Jack W. Schuler Living Trust and Schuler Grandchildren LLC. ( 7 )In a concurrent private placement, the Issuer agreed to issue to the Investors warrants to purchase one share of common stock at an exercise price of $5.04 per share for each share of common stock purchased for $4.00 per share. The reported securities include the 160,392 warrants purchased by the Jack W. Schuler Living Trust and the 25,000 warrants purchased by Schuler Grandchildren LLC. ( 8 )The reported securities consist of 149,835 warrants held by Jack W. Schuler, 149,835 warrants held by the Schuler Family Foundation, 160,392 warrants held by the Jack W. Schuler Living trust, and 25,000 warrants held by Schuler Grandchildren LLC.

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).

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