Acer Therapeutics (ACER) Form 4 Opexa Therapeutics / Scott B Seaman ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Seaman Scott B

(Last) (First) (Middle)

C/O OPEXA THERAPEUTICS, INC.

2635 TECHNOLOGY FOREST BLVD.

(Street)

THE WOODLANDS TX 77381

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Opexa Therapeutics, Inc. [ OPXA ]

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)
04/08/2015

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	04/08/2015		M		44,087	A	(1)	85,000	D
Common Stock	04/08/2015		M		518,707	A	(1)	1,037,414	I	see footnote(2)

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
Subscription Rights (Right to Buy)	$0.55	04/08/2015		M			44,087	03/13/2015	04/08/2015	see footnote(1)	44,087	$0	0	D
Warrants (Right to Buy)	(3)	04/08/2015		M		44,087		04/08/2015	04/08/2018	Common Stock	44,087	(1)	44,087	D
Subscription Rights (Right to Buy)	$0.55	04/08/2015		M			518,707	03/13/2015	04/08/2015	see footnote(1)	518,707	$0	0	I	see footnote(2)
Warrants (Right to Buy)	(3)	04/08/2015		M		518,707		04/08/2015	04/08/2018	Common Stock	518,707	(1)	518,707	I	see footnote(2)

Explanation of Responses:

1. The common stock and the warrants reported on this Form 4 were acquired pursuant to the exercise of subscription rights previously distributed by Opexa Therapeutics, Inc. (the "Company") to all holders of the Company?s common stock and to holders of certain of the Company's outstanding warrants. The subscription rights entitled each recipient thereof to purchase units ("Units"), each Unit consisting of one share of the Company?s common stock and one warrant representing the right to purchase one share of the Company's common stock. The purchase price for each Unit was $0.55.

2. Held by Alkek and Williams Ventures, Ltd. ("Ventures"). Chaswil, Ltd. ("Chaswil") is the investment manager of Ventures and holds voting power and investment power with respect to the Issuer securities held by Ventures. Mr. Seaman is a registered principal of Chaswil and has shared voting power and/or investment power with respect to the Issuer securities held by Ventures. Mr. Seaman disclaims beneficial ownership of the shares held by Ventures except to the extent of any pecuniary interest therein.

3. Each warrant entitles the holder to purchase one share of the Company's common stock at an exercise price of (i) $0.50 per share from the date of issuance through June 30, 2016 and (ii) $1.50 per share from July 1, 2016 through the expiration date of the warrants.

	/s/ Neil Warma, attorney in fact	04/09/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.