Sec Form 4 Filing - McNulty Christopher @ VBI Vaccines Inc/BC - 2018-09-19

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 McNulty Christopher 2. Issuer Name and Ticker or Trading Symbol VBI Vaccines Inc/BC [ VBIV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO and Head of BD (Last) (First) (Middle) C/O VBI VACCINES INC., 222 THIRD STREET,, STE 2241 3. Date of Earliest Transaction (MM/DD/YY) 09/19/2018 (Street) CAMBRIDGE, MA02142 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 Option (Right to Buy Common Shares) $ 1.83 09/19/2018 A 250,000 ( 1 ) 09/19/2028( 2 ) Common Shares 250,000 $ 0 250,000 D

10% Owner Reporting Owners Reporting Owner Name / Address Relationships Director Officer Other McNulty Christopher C/O VBI VACCINES INC., 222 THIRD STREET, STE 2241 CAMBRIDGE, MA02142 CFO and Head of BD Signatures /s/ Christopher McNulty 09/21/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person is a participant in the Issuer's Incentive Plan (the "Plan"). The board of directors of the Issuer approved the option grant on September 19, 2018 (the "Grant Date"). The options were granted pursuant to that certain option agreement entered into by and between the Issuer and the reporting person, dated September 19, 2018 (the "Option Agreement"). The options vest and become exercisable as follows: (i) one-fourth (1/4) of the option shall vest on August 14, 2019 and (ii) the remainder vests in 48 equal monthly installments beginning on the first day of the month following August 14, 2019, in each case, provided that the reporting person is providing services to the Issuer on the applicable vesting date and subject to the terms and conditions of the Plan. ( 2 )The options expire 10 years from the Grant Date unless terminated sooner in accordance with the Plan or the Option Agreement.

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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