Sec Form 4 Filing - Ramsey William J. @ NEWLINK GENETICS CORP - 2014-01-02

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 Ramsey William J. 2. Issuer Name and Ticker or Trading Symbol NEWLINK GENETICS CORP [ (NLNK)] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Quality Assurance Officer (Last) (First) (Middle) C/O NEWLINK GENETICS CORP., 2503 SOUTH LOOP DR., SUITE 5100 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2014 (Street) AMES, IA50010 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 01/02/2014 A 6,800 ( 1 ) A $ 0 33,064 ( 2 ) D Common Stock 01/03/2014 M 10,000 A $ 3.07 43,064 D Common Stock 01/03/2014 F( 3 ) 1,396 D $ 22 41,668 D Common Stock 01/03/2014 S( 4 ) 8,604 D $ 22 33,064 D

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 Stock Option (Right to Buy) $ 21.38 01/02/2014 A 32,250 ( 5 ) 01/01/2024 Common Stock 32,250 $ 0 32,250 D Stock Option (Right to Buy) $ 3.07 01/03/2014 M 10,000 03/03/2011( 6 ) 03/02/2020 Common Stock 10,000 $ 0 41,428 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ramsey William J. C/O NEWLINK GENETICS CORP. 2503 SOUTH LOOP DR., SUITE 5100 AMES, IA50010 Quality Assurance Officer Signatures /s/ Gordon Link, by power of attorney 01/06/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares issued as restricted stock units ("RSUs") under the Issuer's 2009 Equity Incentive Plan (the "Plan") that were received as an award, for no consideration. The RSUs vest in a series of four successive annual installments beginning on January 2, 2015, provided in each case that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. ( 2 )Includes 751 shares acquired under the NewLink Genetics Corporation 2010 Employee Stock Purchase Plan on December 31, 2013. ( 3 )Represents a "net exercise" of outstanding stock options. The reporting person received 8,604 shares of common stock on net exercise of option to purchase 10,000 shares of common stock. The Reporting Person forfeited 1,396 shares of common stock underlying the option in payment of the exercise price, using a stock price from the sale of $22.00. ( 4 )The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on 8/29/2013, as amended 12/17/2013. ( 5 )Grant to the Reporting Person of a stock option under the Plan. The option vests and becomes exercisable in a series of 48 successive equal monthly installments beginning on January 2, 2014, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant. ( 6 )Grant to the Reporting Person of a stock option under the Plan. The option vests over a four-year period, with 25% of such option vesting on the one-year anniversary of the vesting commencement date and the remaining 75% of such option vesting in equal monthly installments over the next 36 months, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

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).

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