Sec Form 4 Filing - COOK JEREMY CURNOCK @ AmpliPhi Biosciences Corp - 2015-03-16

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
COOK JEREMY CURNOCK
2. Issuer Name and Ticker or Trading Symbol
AmpliPhi Biosciences Corp [ APHB]
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 AMPLIPHI BIOSCIENCES CORPORATION, 3579 VALLEY CENTRE DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2015
(Street)
SAN DIEGO, CA92130
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
Common Stock 03/16/2015 P 68,455 A $ 8.25 188,455 I See Footnote ( 1 )
Common Stock 04/08/2016 C 208,150 A 396,605 I See Footnote ( 1 )
Common Stock 04/08/2016 P 171,298 A 567,903 I See Footnote ( 1 )
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
Warrant to Purchase Common Stock $ 10.75 03/16/2015 P 17,114 ( 4 ) 03/16/2020 Common Stock 17,114 $ 10.75 17,114 I See Footnote ( 5 )
Series B Convertible Preferred Stock ( 6 ) 04/08/2016 P 326,468 ( 6 ) ( 6 ) Common Stock 65,293 $ 0.81 1,040,753 I See Footnote ( 1 )
Warrant to Purchase Common Stock $ 4.05 04/08/2016 P 34,184 ( 4 ) 03/31/2021 Common Stock 34,184 $ 0.001 34,184 I See Footnote ( 5 )
Series B Convertible Preferred Stock ( 2 ) 04/08/2016 C 1,040,753 ( 2 ) ( 2 ) Common Stock 208,150 $ 0 0 I See Footnote ( 1 )
Warrant to Purchase Common Stock $ 7 04/08/2016 D 35,714 ( 4 ) 06/26/2018 Common Stock 35,714 ( 7 ) 0 I See Footnote ( 1 )
Warrant to Purchase Common Stock $ 4.05 04/08/2016 A 35,714 ( 4 ) 03/31/2021 Common Stock 35,714 ( 7 ) 35,714 I See Footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COOK JEREMY CURNOCK
C/O AMPLIPHI BIOSCIENCES CORPORATION
3579 VALLEY CENTRE DRIVE, SUITE 100
SAN DIEGO, CA92130
X
Signatures
/s/ Jeremy Curnock Cook 04/12/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held by One Funds Management Limited as Trustee for Asia Pacific Healthcare Fund II ("One Funds Management"). The Reporting Person may be deemed to have shared voting and dispositive power over the shares beneficially owned by One Funds Management but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any.
( 2 )Each 5 shares of Series B Convertible Preferred Stock converted into one share of the Issuer's common stock for no additional consideration and had no expiration date
( 3 )The Shares were issued pursuant to a Common Stock Issuance Agreement dated April 8, 2016 (the "Agreement") between the Issuer and certain holders of the Issuer's Series B Preferred Stock (the "Holders"). As consideration for the Shares, among other things, the Holders waived their right to receive certain cash payments to which they were entitled upon the conversion of their Series B Preferred Stock and also waived certain registration rights relating to certain future registration statements or public offerings that may be filed or conducted by the Issuer.
( 4 )Immediately exercisable.
( 5 )The warrant is held by Phillip Asset Management. The Reporting Person may be deemed to have shared voting and dispositive power over the shares beneficially owned by Phillip Asset Management but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any.
( 6 )The Series B Preferred Stock has no expiration date and is convertible at any time at the option of the holder at a conversion ratio of one share of Common Stock for every 5 shares of Series B Preferred Stock.
( 7 )The holder agreed to the amendment of the warrant issued to it by the Issuer on June 26, 2013 in order to reduce the exercise price of such warrant from $7.00 per share to $4.05 per share and extend the expiration date thereof from June 26, 2018 to March 31, 2021.

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