Sec Form 4 Filing - LEDERMAN SETH @ Tonix Pharmaceuticals Holding Corp. - 2019-12-03

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 LEDERMAN SETH 2. Issuer Name and Ticker or Trading Symbol Tonix Pharmaceuticals Holding Corp. [ TNXP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O TONIX PHARMACEUTICALS HOLDING CORP, 509 MADISON AVENUE, SUITE 1608 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2019 (Street) NEW YORK, NY10022 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, $0.001 par value 12/03/2019 P 20,000 A $ 1.159 23,267 I By 401(k) plan Common Stock, $0.001 par value 459 I By IRA Account Common Stock, $0.001 par value 177 D Common Stock, $0.001 par value 31 I By spouse Common Stock, $0.001 par value 30 I By Leder Laboratories, Inc. ( 1 ) Common Stock, $0.001 par value 30 I By Starling Pharmaceuticals, Inc. ( 1 ) Common Stock, $0.001 par value 205 I By Lederman & Co., LLC ( 1 ) Common Stock, $0.001 par value 33 I By L&L Technologies, LLC ( 1 ) Common Stock, $0.001 par value 59 I By Targent Pharmaceuticals, LLC ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEDERMAN SETH C/O TONIX PHARMACEUTICALS HOLDING CORP 509 MADISON AVENUE, SUITE 1608 NEW YORK, NY10022 X Chief Executive Officer Signatures /s/ Seth Lederman 12/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions ranged from $1.15 to $1.16, inclusive. The reporting person undertakes to provide to Tonix Pharmaceuticals Holding Corp., any security holder of Tonix Pharmaceuticals Holding Corp., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

Remarks: Reporting person may be deemed to be a control person of this entity.

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.
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