Sec Form 4 Filing - Vahanian Nicholas N. @ NEWLINK GENETICS CORP - 2019-07-31

Insider filing report for Changes in Beneficial Ownership
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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
Vahanian Nicholas N.
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)
President
(Last) (First) (Middle)
C/O NEWLINK GENETICS CORPORATION, 2503 SOUTH LOOP DR., SUITE 5100
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2019
(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
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) $ 2.97 07/31/2019 D 380,952 12/04/2010 12/03/2019 Common Stock 380,952 ( 1 ) 0 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 167,896 ( 2 ) 07/31/2026 Common Stock 167,896 ( 1 ) 167,896 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 22,580 ( 2 ) 07/31/2026 Common Stock 22,580 ( 1 ) 22,580 D
Stock Option (Right to Buy) $ 3.07 07/31/2019 D 190,476 12/04/2010 03/02/2020 Common Stock 190,476 ( 1 ) 0 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 95,238 ( 2 ) 07/31/2026 Common Stock 95,238 ( 1 ) 95,238 D
Stock Option (Right to Buy) $ 7 07/31/2019 D 42,857 04/14/2012 11/09/2021 Common Stock 42,857 ( 1 ) 0 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 14,286 ( 2 ) 07/31/2026 Common Stock 14,286 ( 1 ) 14,286 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 7,143 ( 2 ) 07/31/2026 Common Stock 7,143 ( 1 ) 7,143 D
Stock Option (Right to Buy) $ 6.87 07/31/2019 D 80,000 01/18/2013 01/18/2022 Common Stock 80,000 ( 1 ) 0 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 31,921 ( 2 ) 07/31/2026 Common Stock 31,921 ( 1 ) 31,921 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 8,080 ( 2 ) 07/31/2026 Common Stock 8,080 ( 1 ) 8,080 D
Stock Option (Right to Buy) $ 11.79 07/31/2019 D 90,000 01/14/2014 01/13/2023 Common Stock 90,000 ( 3 ) 0 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 26,872 ( 2 ) 07/31/2026 Common Stock 26,872 ( 3 ) 26,872 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 3,129 ( 2 ) 07/31/2026 Common Stock 3,129 ( 3 ) 3,129 D
Stock Option (Right to Buy) $ 21.38 07/31/2019 D 71,250 ( 4 ) 01/01/2024 Common Stock 71,250 ( 3 ) 0 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 22,041 ( 2 ) 07/31/2026 Common Stock 22,041 ( 3 ) 22,041 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 1,710 ( 2 ) 07/31/2026 Common Stock 1,710 ( 3 ) 1,710 D
Stock Option (Right to Buy) $ 43.65 07/31/2019 D 81,000 ( 4 ) 01/01/2025 Common Stock 81,000 ( 5 ) 0 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 19,438 ( 2 ) 07/31/2026 Common Stock 19,438 ( 5 ) 19,438 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 813 ( 2 ) 07/31/2026 Common Stock 813 ( 5 ) 813 D
Stock Option (Right to Buy) $ 34.73 07/31/2019 D 84,275 ( 4 ) 01/03/2026 Common Stock 84,275 ( 5 ) 0 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 18,246 ( 2 ) 07/31/2026 Common Stock 18,246 ( 5 ) 18,246 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 2,195 ( 6 ) 07/31/2026 Common Stock 2,195 ( 5 ) 2,195 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 190 ( 2 ) 07/31/2026 Common Stock 190 ( 5 ) 190 D
Stock Option (Right to Buy) $ 1.77 07/31/2019 A 439 ( 6 ) 07/31/2026 Common Stock 439 ( 5 ) 439 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vahanian Nicholas N.
C/O NEWLINK GENETICS CORPORATION
2503 SOUTH LOOP DR., SUITE 5100
AMES, IA50010
President
Signatures
/ s/ Ryan Trytten, attorney-in-fact 08/02/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On July 31, 2019, the issuer cancelled this option grant pursuant to the issuer's option exchange program. In exchange, for every two cancelled options, the reporting person received a replacement option having an exercise price of $1.77 per share.
( 2 )The option vests as to 50% on the first anniversary of grant date and the remaining 50% on the second anniversary of grant date.
( 3 )On July 31, 2019, the issuer cancelled this option grant pursuant to the issuer's option exchange program. In exchange, for every three cancelled options, the reporting person received a replacement option having an exercise price of $1.77 per share.
( 4 )The option provided that it would vest in 48 equal monthly installments beginning the first month after grant date subject to the Reporting Person's continuous service as of such date.
( 5 )On July 31, 2019, the issuer cancelled this option grant pursuant to the issuer's option exchange program. In exchange, for every four cancelled options, the reporting person received a replacement option having an exercise price of $1.77 per share.
( 6 )The option vests as to 50% on the second anniversary of grant date and the remaining 50% on the third anniversary of grant 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).

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