Sec Form 4 Filing - Diaz-Mitoma Francisco @ VBI Vaccines Inc/BC - 2020-07-01

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
Diaz-Mitoma Francisco
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)
Chief Medical Officer
(Last) (First) (Middle)
C/O VBI VACCINES INC.,, 222 THIRD STREET, STE 2241
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2020
(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) $ 2.99 ( 1 ) 07/01/2020 A 167,150 ( 2 ) 07/01/2030( 3 ) Common Shares 167,150 $ 0 167,150 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Diaz-Mitoma Francisco
C/O VBI VACCINES INC.,
222 THIRD STREET, STE 2241
CAMBRIDGE, MA02142
Chief Medical Officer
Signatures
/s/ Francisco Diaz-Mitoma 07/02/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Exercise price represents the volume weighted average closing price of the Issuer's common shares on the Nasdaq Capital Market for Grant Date (as defined below) and the four (4) trading days preceding the Grant Date.
( 2 )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 July 1, 2020 (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 July 1, 2020 (the "Option Agreement"). 25% of the options vest and become exercisable on the one-year anniversary of the Grant Date, with the remaining 75% of the options vesting and becoming exercisable in 24 equal monthly installments beginning on the first day of the month following the one-year anniversary of the Grant Date, subject to the reporting person's employment on the relevant vesting date.
( 3 )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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