SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WILSON GLYNN

(Last) (First) (Middle)
50 NORTH LAURA STREET, SUITE 2500

(Street)
JACKSONVILLE FL 32202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TAPIMMUNE INC [ TPIV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/12/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/12/2015 A 315,000(1) A $0.605 960,457 D
Common Stock 11/12/2015 F 86,782(2) A $0.605 873,675 D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Employee Stock Option (Right to Buy) $0.605(3) 11/12/2015 A 2,000,000 11/12/2015(3) 11/12/2025 Common Stock 2,000,000(3) $0.00 2,038,000 D
Explanation of Responses:
1. Represents shares of fully vested restricted stock issued under the Company's 2014 Omnibus Stock Ownership Plan to Dr. Wilson in connection with his employment and the execution of his employment agreement.
2. Represents withholding of shares of common stock to satisfy tax withholding obligations in connection with the issuance of the restricted stock award.
3. Represents options awarded under the Company's 2014 Omnibus Stock Ownership Plan in connection with the execution of Dr. Wilson's employment agreement with the Company. One million of such shares vest immediately, the remaining 1,000,000 shares vest in 23 equal monthly installments of 41,666 shares each on the last day of each of the 23 months following the grant date, and the remaining 41,682 options vest on the last day of the 24th month. The option exercise price is the closing price on the date of the grant, On November 12, 2015.
Remarks:
/s/ Mark A. Catchur, as Attorney-in-Fact for Glynn Wilson 11/16/2015
** Signature of Reporting Person Date
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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