Sec Form 4 Filing - Okajima Masatsune @ MEDICINOVA INC - 2019-02-28

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 Okajima Masatsune 2. Issuer Name and Ticker or Trading Symbol MEDICINOVA INC [ MNOV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP and Head of Japanese Office (Last) (First) (Middle) C/O MEDICINOVA, INC., 4275 EXECUTIVE SQUARE, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2019 (Street) LA JOLLA, CA92037 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 02/28/2019 M 35,700 A $ 7.34 189,280 D Common Stock 02/28/2019 M 85,000 A $ 2.54 274,280 D Common Stock 02/28/2019 M 63,750 A $ 2.46 338,030 D Common Stock 02/28/2019 M 80,000 A $ 4.1 418,030 D Common Stock 02/28/2019 M 42,500 A $ 4.1 460,530 D Common Stock 02/28/2019 M 105,000 A $ 2.64 565,530 D Common Stock 02/28/2019 M 15,000 A $ 3.24 580,530 D Common Stock 02/28/2019 M 105,000 A $ 3.09 685,530 D Common Stock 02/28/2019 M 30,000 A $ 3.91 715,530 D Common Stock 02/28/2019 M 120,000 A $ 3.91 835,530 D Common Stock 02/28/2019 M 100,000 A $ 6.1 935,530 D Common Stock 02/28/2019 M 105,000 A $ 7 1,040,530 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 Employee Stock Option (Right to Buy) $ 7.34 02/28/2019 M 35,700 ( 1 ) 01/28/2020 Common Stock 37,500 $ 0 0 D Employee Stock Option (Right to Buy) $ 2.54 02/28/2019 M 85,000 ( 2 ) 07/12/2021 Common Stock 85,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 2.46 02/28/2019 M 63,750 ( 3 ) 08/02/2021 Common Stock 63,750 $ 0 0 D Employee Stock Option (Right to Buy) $ 4.1 02/28/2019 M 80,000 ( 4 ) 05/12/2023 Common Stock 80,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 4.1 02/28/2019 M 42,500 ( 5 ) 05/12/2023 Common Stock 42,500 $ 0 0 D Employee Stock Option (Right to Buy) $ 2.64 02/28/2019 M 105,000 ( 6 ) 12/11/2023 Common Stock 105,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 3.24 02/28/2019 M 15,000 ( 7 ) 12/03/2024 Common Stock 15,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 3.09 02/28/2019 M 105,000 ( 8 ) 01/06/2025 Common Stock 105,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 3.91 02/28/2019 M 30,000 ( 9 ) 01/06/2026 Common Stock 30,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 3.91 02/28/2019 M 120,000 ( 10 ) 01/06/2026 Common Stock 120,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 6.1 02/28/2019 M 100,000 ( 11 ) 01/17/2027 Common Stock 100,000 $ 0 0 D Employee Stock Option (Right to Buy) $ 7 02/28/2019 M 105,000 ( 12 ) 01/05/2028 Common Stock 105,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Okajima Masatsune C/O MEDICINOVA, INC. 4275 EXECUTIVE SQUARE, SUITE 300 LA JOLLA, CA92037 VP and Head of Japanese Office Signatures /s/ Masatsune Okajima 03/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vested over a period of 4 years in equal monthly installments from the 1/28/2010 date of grant and is now fully vested. ( 2 )The option vested over a period of 4 years in equal monthly installments from the 7/13/2011 date of grant and is now fully vested. ( 3 )The option was granted on 8/3/2011, was subject to vesting based on achievement of performance criteria and vested in full on 6/14/2012. ( 4 )The option was granted on 5/13/2013, was subject to vesting based on achievement of performance criteria and vested in full on 12/2/2013. ( 5 )The option vested over a period of 4 years in equal monthly installments from the 5/13/2013 date of grant and is now fully vested. ( 6 )The option was granted on 12/12/2013, was subject to vesting based on achievement of performance criteria and vested in full on 12/4/2014. ( 7 )The option vested over a period of 3 years in equal monthly installments from the 12/4/2014 date of grant and is now fully vested. ( 8 )The option was granted on 1/7/2015, was subject to vesting based on achievement of performance criteria and vested in full on 1/7/2016. ( 9 )The option vested over a period of 3 years in equal monthly installments from the 1/7/2016 date of grant and is now fully vested. ( 10 )The option was granted on 1/7/2016, was subject to vesting based on achievement of performance criteria and vested in full on 1/18/2017. ( 11 )The option was granted on 1/18/2017, was subject to vesting based on achievement of performance criteria and vested in full on 1/6/2018. ( 12 )The option was granted on 1/6/2018, was subject to vesting based on achievement of performance criteria and vested in full on 1/15/2019.

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