Sec Form 4 Filing - venBio Select Advisor LLC @ IMMUNOMEDICS INC - 2018-02-16

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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
venBio Select Advisor LLC
2. Issuer Name and Ticker or Trading Symbol
IMMUNOMEDICS INC [ IMMU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
120 WEST 45TH STREET, SUITE 2802
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2018
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, $0.01 par value per share (the "Common Stock") 02/16/2018 X 875,000 A $ 7 16,939,461 I See footnotes ( 1 ) ( 2 )
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
Call Option (right to buy) $ 7 02/16/2018 X 5,000 08/21/2017 02/16/2018 Common Stock 500,000 $ 0 $ 0 I See footnotes ( 1 ) ( 2 )
Put Option (obligation to buy) $ 7 02/16/2018 E 5,000 08/21/2017 02/16/2018 Common Stock 500,000 $ 0 0 I See footnotes ( 1 ) ( 2 )
Call Option (right to buy) $ 7 02/16/2018 X 2,500 08/22/2017 02/16/2018 Common Stock 250,000 $ 0 $ 0 I See footnotes ( 1 ) ( 2 )
Put Option (obligation to buy) $ 7 02/16/2018 E 2,500 08/22/2017 02/16/2018 Common Stock 250,000 $ 0 $ 0 I See footnotes ( 1 ) ( 2 )
Call Option (right to buy) $ 7 02/16/2018 X 1,250 08/23/2017 02/16/2018 Common Stock 125,000 $ 0 $ 0 I See footnotes ( 1 ) ( 2 )
Put Option (obligation to buy) $ 7 02/16/2018 E 1,250 08/23/2017 02/16/2018 Common Stock 125,000 $ 0 $ 0 I See footnotes ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
venBio Select Advisor LLC
120 WEST 45TH STREET
SUITE 2802
NEW YORK, NY10036
X X See Remarks
Aghazadeh Behzad
C/O VENBIO SELECT ADVISOR LLC
120 W. 45TH STREET, 28TH FLOOR
NEW YORK, NY10036
X X See Remarks
Signatures
venBio Select Advisor LLC, by: /s/ Scott Epstein, its Chief Financial Officer & Chief Compliance Officer 02/16/2018
Signature of Reporting Person Date
/s/ Behzad Aghazadeh 02/16/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein are held on behalf of accounts managed by venBio Select Advisor LLC, a Delaware limited liability company (the "Investment Manager") and venBio Select Fund LLC, a Delaware limited liability company, a fund managed by the Investment Manager. Behzad Aghazadeh ("Dr. Aghazadeh," and together with the Investment Manager, the "Reporting Persons") serves as the portfolio manager and controlling person of the Investment Manager.
( 2 )The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

Remarks:
The Investment Manager may be deemed a director by deputization of Immunomedics, Inc. (the "Issuer") by virtue of the fact that Dr. Agahazadeh currently serves on the board of directors of the Issuer.

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