Sec Form 4 Filing - Wolf Jeffrey Alan @ HEAT BIOLOGICS, INC. - 2018-01-08

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
Wolf Jeffrey Alan
2. Issuer Name and Ticker or Trading Symbol
HEAT BIOLOGICS, INC. [ HTBX]
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 HEAT BIOLOGICS, INC., 801 CAPITOLA DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
01/08/2018
(Street)
DURHAM, NC27713
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 01/08/2018 A 665,720 ( 1 ) A $ 0 886,950 D
Common Stock 771,723 I See Footnotes ( 2 ) ( 4 )
Common Stock 716,195 I See Footnotes ( 3 ) ( 4 )
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 Options $ 0.4 01/08/2018 A 595,588 02/01/2018( 5 ) 01/01/2028 Common Stock 595,588 $ 0 595,588 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wolf Jeffrey Alan
C/O HEAT BIOLOGICS, INC.
801 CAPITOLA DRIVE
DURHAM, NC27713
X Chief Executive Officer
Signatures
/s/ Jeffrey Alan Wolf 01/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The 665,720 shares of Heat Biologics, Inc. (the "Company") common stock, $0.0002 par value per share (the "Common Stock"), are represented by 665,720 restricted stock units ("RSUs") granted under the Company's stock incentive plan. Each RSU represents a contingent right to receive one share of Common Stock. Of the 665,720 RSUs, 260,720 vest immediately and may not be sold until the one year anniversary of the date of grant and 405,000 RSUs vest as follows: (i) 101,250 vested on January 8, 2018; (ii) 101,250 will vest on January 8, 2019; (iii) 101,250 will vest on January 8, 2020; and (iv) 101,250 will vest on January 8, 2021; provided that the reporting person continues to serve as a member of the Board of Directors or otherwise is not terminated for cause prior to such dates.
( 2 )Held by Orion Holdings V, LLC ("Orion"). Mr. Wolf is managing member of Orion.
( 3 )Held by Seed-One Holdings VI, LLC ("Seed-One"). Mr. Wolf is managing member of Seed-One.
( 4 )Does not include 264,686 shares held by Mr. Wolf's children's trust (the "Trust"). Mr. Wolf is not the trustee, nor does he claim beneficial ownership of the Trust. Mr. Wolf disclaims beneficial ownership of the shares of Common Stock held by Orion, Seed-One and the Trust except to the extent of any pecuniary interest (as defined in Rule 16a-1(a)(2) promulgated under the Securities Exchange Act of 1934, as amended) that he may have in such entities.
( 5 )These stock options vest monthly on a pro rata basis over a four year period commencing February 1, 2018.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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