Cook Jeremy Curnock Form 4 AmpliPhi Biosciences / JEREMY CURNOCK COOK 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

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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^*

COOK JEREMY CURNOCK

(Last) (First) (Middle)

C/O AMPLIPHI BIOSCIENCES CORPORATION

3579 VALLEY CENTRE DRIVE, SUITE 100

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2015

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	03/16/2015		P		68,455	A	$8.25	188,455	I	See Footnote(1)
Common Stock	04/08/2016		C		208,150	A	(2)	396,605	I	See Footnote(1)
Common Stock	04/08/2016		P		171,298	A	(3)	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 (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
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	$0.00	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)

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.

Remarks:

	/s/ Jeremy Curnock Cook	04/12/2016
	** Signature of Reporting Person	Date
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