Ziebell Mark R Form 4 PEREGRINE PHARMACEUTICALS / Mark R Ziebell 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^*

Ziebell Mark R

(Last) (First) (Middle)

14282 FRANKLIN AVE.

(Street)

TUSTIN CA 92780

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PEREGRINE PHARMACEUTICALS INC [ PPHM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
V. P., General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2016

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

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
10.5% Series E Convertible Preferred Stock	$3(1)	05/23/2016		P		300		05/23/2016	(2)	Common Stock	2,500(3)	$11.5	300	D
10.5% Series E Convertible Preferred Stock	$3(1)	05/23/2016		P		300		05/23/2016	(2)	Common Stock	2,500(3)	$11.9	600	D
10.5% Series E Convertible Preferred Stock	$3(1)	05/24/2016		P		300		05/24/2016	(2)	Common Stock	2,500(3)	$13	900	D

Explanation of Responses:

1. Each share of 10.5% Series E Convertible Preferred Stock (the "Series E Preferred Stock") shall be convertible at any time at the option of the holder into that number of whole shares of common stock equal to $25.00 per share, plus accrued and unpaid dividends, divided by an initial conversion price of $3.00, as may be adjusted.

2. The Series E Preferred Stock has no expiration date.

3. As of the date of issuance (assuming no accrued and unpaid dividends and no adjustments to the conversion price), 300 shares of Series E Preferred Stock would have been convertible into 2,500 shares of Common Stock.

	/s/ Mark R. Ziebell	05/24/2016
	** 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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