Sullivan Gregory M Form 4 Tonix Pharmaceuticals Holding / GREGORY M SULLIVAN 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

SULLIVAN GREGORY M

(Last) (First) (Middle)

C/O TONIX PHARMACEUTICALS HOLDINGS CORP

26 MAIN ST., SUITE 101

(Street)

CHATHAM NJ 07928

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tonix Pharmaceuticals Holding Corp. [ TNXP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022

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
Stock Option	$0.207	02/15/2022		A		1,250,000		02/15/2023(1)	02/15/2032	Common Stock	1,250,000	$0.00(3)	1,250,000	D
Stock Option	$0.414	02/15/2022		A		1,250,000		02/15/2023(2)	02/15/2032	Common Stock	1,250,000	$0.00(3)	1,250,000	D
Stock Option	$0.621	02/15/2022		A		1,250,000		02/15/2023(2)	02/15/2032	Common Stock	1,250,000	$0.00(3)	1,250,000	D
Stock Option	$0.828	02/15/2022		A		1,250,000		02/15/2023(2)	02/15/2032	Common Stock	1,250,000	$0.00(3)	1,250,000	D

Explanation of Responses:

1. One-third of the option vests on the first anniversary of issuance and 1/36th each month thereafter for 24 months.

2. 10% of the option vests on the first anniversary of issuance, 10% on the second anniversary of issuance, 40% on the third anniversary of issuance, and 40% on the fourth anniversary of issuance.

3. The option was granted pursuant to the Issuer's Amended and Restated 2020 Stock Incentive Plan.

	/s/ Gregory M. Sullivan	02/17/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.