Mark B Carbeau Form 4/A INTERLEUKIN GENETICS / Mark B Carbeau 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^*

Carbeau Mark B

(Last) (First) (Middle)

C/O INTERLEUKIN GENETICS, INC.

135 BEAVER STREET

(Street)

WALTHAM MA 02452

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERLEUKIN GENETICS INC [ ILIU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/21/2016

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

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
Stock Option (Right to Buy)	$0.1754(1)	10/20/2016		A		5,000,000(2)		(3)	10/20/2026	Common Stock	5,000,000	$0	5,000,000	D

Explanation of Responses:

1. The exercise price of the option is the closing price of the Issuer's common stock on the OTCQB on October 20, 2016, which was the grant date of the option.

2. The option was granted pursuant to the terms of Mr. Carbeau's employment agreement, dated April 6, 2015, which provided that he would be entitled to such a grant following a Qualified Financing (as defined in the agreement) for Interleukin Genetics, Inc.

3. The option vests as to 25% of the shares on July 29, 2017, and 1/36th of the shares on the first day of each month beginning on November 1, 2017.

Remarks:

This is an amendment to the Form 4 filed on October 21, 2016, solely to correct an error in the vesting schedule.

	/s/ Brian P. Keane, Attorney-in-Fact	11/07/2016
	** Signature of Reporting Person	Date
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