Sec Form 4 Filing - Antonopoulos Jim J. @ MABVAX THERAPEUTICS HOLDINGS, INC. - 2014-09-12

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
Antonopoulos Jim J.
2. Issuer Name and Ticker or Trading Symbol
MABVAX THERAPEUTICS HOLDINGS, INC. [ TELK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
former director
(Last) (First) (Middle)
11588 SORRENTO VALLEY ROAD, SUITE 20
3. Date of Earliest Transaction (MM/DD/YY)
09/12/2014
(Street)
SAN DIEGO, CA92121
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 09/12/2014 X 33,150 A $ 3.62 33,150 D
Common Stock 09/12/2014 S( 1 ) 11,892 D $ 6 21,258 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
Common Stock Warrant $ 3.62 09/ 12/2014 X 33,150 09/03/2014 07/10/2023 Common Stock 33,150 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Antonopoulos Jim J.
11588 SORRENTO VALLEY ROAD, SUITE 20
SAN DIEGO, CA92121
former director
Signatures
/s/ Jeremy D. Glaser, Attorney-in-Fact for Jim J. Antonopoulos 09/15/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 12, 2014, the reporting person exercised a warrant to purchase 33,150 shares of MabVax Therapeutics Holdings, Inc. ("MabVax") common stock for $3.62 a share. The reporting person paid the exercise price on a cashless basis, resulting in MabVax's withholding of 11,892 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 21,258 shares. The amount of warrant shares withheld to pay the cashless exercise price was calculated in accordance with the terms of the Form of Waiver Letter filed as Exhibit 10.2 of MabVax's Current Report on Form 8-K filed with the SEC on September 3, 2014. In lieu of issuing a fractional share, MabVax rounded-up to the next full share in accordance with the terms of the Common Stock Warrant.

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