Sec Form 4 Filing - PHELPS BARRY @ LUNA INNOVATIONS INC - 2019-07-01

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
PHELPS BARRY
2. Issuer Name and Ticker or Trading Symbol
LUNA INNOVATIONS INC [ LUNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O LUNA INNOVATIONS INCORPORATED, 301 1ST STREET SW, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2019
(Street)
ROANOKE, VA24011
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 Units ( 1 ) 07/01/2019 A 2,078.71 ( 2 ) ( 3 ) ( 3 ) Common Stock 2,078.71 $ 4.51 43,492.69 D
Stock Units ( 1 ) 07/01/2019 A 609.76 ( 4 ) ( 3 ) ( 3 ) Common Stock 609.76 $ 4.51 44,102.45 D
Stock Units ( 1 ) 07/01/2019 A 221.73 ( 5 ) ( 3 ) ( 3 ) Common Stock 221.73 $ 4.51 44,324.18 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PHELPS BARRY
C/O LUNA INNOVATIONS INCORPORATED
301 1ST STREET SW, SUITE 200
ROANOKE, VA24011
X
Signatures
/s/ Scott A. Graeff, Attorney-In-Fact 07/03/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Stock Units are convertible into issuer's common stock on a 1-for-1 basis.
( 2 )This grant was made pursuant to the issuer's non-employee director compensation policy, as compensation for Mr. Phelps's service as a member of the board of directors for the period from July 1, 2019 to September 30, 2019. The number of restricted stock units is equal to $9,375.00 divided by $4.51, the closing price of the issuer's common stock on the Nasdaq Capital Market on July 1, 2019, the first trading day of the quarter. The Reporting Person elected to receive fees in stock units.
( 3 )The stock units became issuable in common stock of the issuer at the election of the Reporting Person upon the earliest to occur of the Reporting Person's termination of service, a change in control of the issuer, an unforeseeable emergency, or a fixed selected by the Reporting Person. The units have no expiration date.
( 4 )This grant was made pursuant to issuer's non-employee director compensation policy, as compensation for Mr. Phelps's service as the chairman of the audit committee of the board of directors for the period from July 1, 2019 to September 30, 2019. The number of restricted stock units is equal to $2,750.00 divided by $4.51, the closing price of issuer's common stock on the Nasdaq Capital Market on July 1, 2019, the first trading day of the quarter. The Reporting Person elected to receive fees in stock units.
( 5 )This grant was made pursuant to issuer's non-employee director compensation policy, as compensation for Mr. Phelps's service on the compensation committee of the board of directors for the period from July 1, 2019 to September 30, 2019. The number of restricted stock units is equal to $1,000.00 divided by $4.51, the closing price of issuer's common stock on the Nasdaq Capital Market on July 1, 2019, the first trading day of the quarter. The Reporting Person elected to receive fees in stock units.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.