Bybee Clinton Form 4 VBI VACCINES / ROBERT NELSEN 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^*

ARCH VENTURE FUND VI LP

(Last) (First) (Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VBI VACCINES INC. [ VBIV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	08/13/2015		A(1)		650,000	A	$2.1	4,047,830	D(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

1. Name and Address of Reporting Person^*

ARCH VENTURE FUND VI LP

(Last) (First) (Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS VI LP

(Last) (First) (Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ARCH VENTURE PARTNERS VI LLC

(Last) (First) (Middle)

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CRANDELL KEITH

(Last) (First) (Middle)

C/O ARCH VENTURE PARTNERS

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last) (First) (Middle)

C/O ARCH VENTURE PARTNERS

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NELSEN ROBERT

(Last) (First) (Middle)

C/O ARCH VENTURE PARTNERS

8725 WEST HIGGINS ROAD, SUITE 290

(Street)

CHICAGO IL 60631

(City) (State) (Zip)

Explanation of Responses:

1. Shares purchased in a private investment in public equity transaction on August 13, 2015.

2. These shares are owned directly by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"). The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"). The Managing Directors of ARCH VI LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VI. Each of ARCH Partners VI, ARCH VI LLC and the Managing Directors disclaim beneficial ownership of these securities, except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that ARCH Partners VI, ARCH VI LLC and such Managing Directors are the beneficial owners of such securities for Section 16 or any other purpose.

Remarks:

	/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner of the general partner of ARCH Venture Fund VI, L.P.	08/17/2015
	/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner ARCH Venture Partners VI, L.P.	08/17/2015
	/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of ARCH Venture Partners VI, LLC	08/17/2015
	/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell	08/17/2015
	/s/ Mark McDonnell as Attorney-in-Fact for Clinton Bybee	08/17/2015
	/s/ Mark McDonnell as Attorney-in-Fact for Robert Nelsen	08/17/2015
	** Signature of Reporting Person	Date
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