Sec Form 4 Filing - HOCKMEYER WAYNE T @ GENVEC INC - 2017-06-16

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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
HOCKMEYER WAYNE T
2. Issuer Name and Ticker or Trading Symbol
GENVEC INC [ GNVC]
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)
910 CLOPPER ROAD, SUITE 220N
3. Date of Earliest Transaction (MM/DD/YY)
06/16/2017
(Street)
GAITHERSBURG, MD20878
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 06/16/2017 M 1,500 A $ 3.8 9,300 D
Common Stock 06/16/2016 F( 1 ) 793 D $ 7.19 8,507 D
Common Stock 06/16/2017 D 8,507 ( 2 ) ( 3 ) D 0 D
Date Exercisable
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) Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $ 3.8 06/16/2017 M 1,500 06/16/2017( 5 ) 06/16/2017 Common Stock 1,500 $ 3.8 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOCKMEYER WAYNE T
910 CLOPPER ROAD, SUITE 220N
GAITHERSBURG, MD20878
X
Signatures
/s/ Wayne T. Hockmeyer 06/20/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Withholding of Common Stock to pay exercise price and to satisfy tax withholding obligations.
( 2 )The shares of Common Stock were cancelled pursuant to the Agreement and Plan of Merger, dated January 24, 2017, among the Issuer, Intrexon Corporation ("Intrexon") and Intrexon GV Holding, Inc. (the "Merger Agreement") in exchange for (i) 2,526 shares of Intrexon common stock having a market value of $57,643 as of the close of trading on the date immediately prior to the effective date of the merger, and cash in lieu of fractional shares of Intrexon common stock, plus (ii) one contingent payment right (the "Merger Consideration").
( 3 )[footnote 2 continued] Each contingent payment right entitles the holder thereof to an amount equal to half of certain payments actually received by the registrant or its successor or any of their affiliates from or on behalf of Novartis Institutes for BioMedical Research, Inc. ("Novartis") under the Research Collaboration and License Agreement, dated January 13, 2010, as amended, between the registrant and Novartis, on account of milestone payments or royalties due in relation to the period ending June 16, 2019, divided by the number of shares of the regisrant's common stock having rights to the Merger Consideration, subject to any withholding of taxes required by applicable law.
( 4 )Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration.
( 5 )Pursuant to the Merger Agreement, the vesting date of unvested stock options accelerated to vest and become exercisable as of the closing of the merger.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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