Sec Form 4/A Filing - Stark Don C @ IMMUNOMEDICS INC - 2015-12-01

FORM 4/A 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 Stark Don C 2. Issuer Name and Ticker or Trading Symbol IMMUNOMEDICS INC [ IMMU] 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 IMMUNOMEDICS, INC., 300 AMERICAN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2015 (Street) MORRIS PLAINS, NJ07950 4. If Amendment, Date Original Filed (MM/DD/YY) 12/04/2015 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 12/01/2015 M 10,000 A $ 1.59 50,450 D Common Stock 12/01/2015 S 5,100 D $ 3.155 45,350 D Common Stock 12/01/2015 M 10,664 A 56,014 D Common Stock 12/01/2015 F 4,266 ( 2 ) D 51,748 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 Stock Options (right to buy) $ 1.59 12/01/2015 M 10,000 ( 4 ) 12/03/2015 Common Stock, par value $0.01 per share 10,000 $ 0 0 D Restricted Stock Units ( 5 ) 12/01/2015 M 10,664 ( 5 ) ( 5 ) Common Stock, par value $0.01 per share 10,664 $ 0 0 D Stock Options (right to buy) $ 3.11 12/02/2015 A 28,821 ( 4 ) 12/02/2022 Common Stock, par value $0.01 per share 28,821 $ 0 28,821 D Restricted Stock Units ( 5 ) 12/02/2015 A 14,469 ( 5 ) ( 5 ) Common Stock, par value $0.01 per share 14,469 $ 0 14,469 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stark Don C C/O IMMUNOMEDICS, INC. 300 AMERICAN ROAD MORRIS PLAINS, NJ07950 X Signatures /s/ Cynthia L. Sullivan, Attorney-In-Fact 12/14/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Delivery of common stock upon vesting of restricted stock units granted on December 3, 2014. ( 2 )The purpose of this amendment is to correct the number of shares withheld to satisfy the tax withholding obligation of the reporting person reported in the Form 4 filed on December 4, 2015. ( 3 )The number of shares withheld to satisfy the tax withholding obligation of the reporting person upon vesting of Restricted Stock Units is correlated with the reporting person's tax withholding percentage. ( 4 )The stock options are fully vested on the date of grant. ( 5 )Each restricted stock unit represents a contingent right to receive one share of Immunomedics, Inc. common stock. The restricted stock units shall vest upon the earlier of (i) the reporting person's completion of one year of service as a non-employee director from the date of grant, or (ii) the reporting person's continuation in service through the day immediately preceding the next annual stockholders meeting following the date of grant.

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).

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