Sec Form 4 Filing - PEHL MICHAEL F. @ IMMUNOMEDICS INC - 2017-12-07

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 PEHL MICHAEL F. 2. Issuer Name and Ticker or Trading Symbol IMMUNOMEDICS INC [ IMMU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O IMMUNOMEDICS, INC, 300 THE AMERICAN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2017 (Street) MORRIS PLAINS, NJ07950 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 Options (right to buy) $ 11.86 12/07/2017 A 750,000 ( 1 ) 12/07/2024 Common Stock, par value $0.01 per share 750,000 $ 0 750,000 D Stock Options (right to buy) $ 11.86 12/07/2017 A 1,500,000 ( 2 )( 3 ) 12/07/2024 Common Stock, par value $0.01 per share 1,500,000 $ 0 1,500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEHL MICHAEL F. C/O IMMUNOMEDICS, INC 300 THE AMERICAN ROAD MORRIS PLAINS, NJ07950 President and CEO Signatures /s/ Michael F. Pehl 12/11/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was granted stock options pursuant to the Company's 2014 Long-Term Incentive Plan. The stock options vest 25% on the first anniversary of the date of grant and 2.08333% on a monthly basis thereafter. ( 2 )The reporting person was granted performance-based vesting stock options pursuant to the Company's 2014 Long-Term Incentive Plan. The stock options will vest (i) as to 750,000 shares (a) 25% on the first anniversary of the date of grant and 2.08333% on a monthly basis thereafter through the fourth anniversary of the date of grant (each date a "Vesting Date") and (b) subject to Immunomedics, Inc. common stock achieving a fair market value of $23.72 or higher based on the average closing price for the prior 15 consecutive trading days on such Vesting Date; and (ii) as to 750,000 shares (a) 25% on the first anniversary of the date of grant and 2.08333% on a monthly basis thereafter through the fourth anniversary of the date of grant and (b) subject to Immunomedics, Inc. common stock achieving a fair market value of $35.58 or higher based on the average closing price for the prior 15 consecutive trading days on such Vesting Date. ( 3 )To the extent, the performance-based vesting criteria of the stock options is not attained on an applicable Vesting Date, to the extent such performance-based vesting criteria is subsequently attained the tranche of stock options may vest on the date such criteria is met.

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).

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