Enumeral Biomedical (ENUM) Form 4 Enumeral Biomedical / ROBERT J EASTON 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^*

EASTON ROBERT J

(Last) (First) (Middle)

C/O ENUMERAL BIOMEDICAL HOLDINGS, INC.

200 CAMBRIDGEPARK DRIVE, SUITE 2000

(Street)

CAMBRIDGE MA 02140

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Enumeral Biomedical Holdings, Inc. [ ENUM ]

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)
12/09/2016

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
Common Stock	12/09/2016		M		480,000	A	$0.125	480,000	D

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
Common Stock Purchase Warrant	$2	12/09/2016		P		120,000		(1)	07/30/2019	Common Stock	120,000	$0.08(2)	120,000	D
Common Stock Purchase Warrant	$0.5(3)	12/09/2016		J		480,000		(1)	12/09/2016(3)	Common Stock	480,000	$0.125(3)	480,000	D
Common Stock Purchase Warrant	$0.5(3)	12/09/2016		M			480,000	(1)	12/09/2016(3)	Common Stock	480,000	$0.125(3)	0	D

Explanation of Responses:

1. The Common Stock Purchase Warrants (the "Warrants") are exercisable immediately.

2. The Reporting Person acquired the reported Warrants in a private sale transaction for cash consideration in the amount of $0.08 per warrant.

3. Pursuant to an Offer to Amend and Exercise launched by the Issuer on October 28, 2016 (as subsequently amended, the "Offering"), the exercise price of each Warrant tendered in the Offering was reduced to $0.50 per Warrant, and participants in the Offering received four shares for each Warrant tendered rather than one share. Pursuant to the terms of the Offering, the expiration date of tendered Warrants was accelerated to December 9, 2016. The Reporting Person tendered all of the Warrants beneficially owned in the Offering.

	/s/ Kevin G. Sarney, attorney-in-fact	12/13/2016
	** 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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