Baxter Jeff Form 3 VBI Vaccines / Jeff Baxter ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Baxter Jeff

(Last) (First) (Middle)

C/O VBI VACCINES INC.

222 THIRD STREET, STE 2241

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2016

3. Issuer Name and Ticker or Trading Symbol
VBI Vaccines Inc/BC [ VBIV ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares, no par value per share	69,005	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSUs)(1)	(2)	06/14/2026	Common Shares	93,750	0.00	D
Option (Right to Buy Common Shares)	(3)	11/13/2019	Common Shares	116,420	5.06	D
Option (Right to Buy Common Shares)	(3)	03/29/2022	Common Shares	19,771	2.5	D
Option (Right to Buy Common Shares)	(3)	04/02/2022	Common Shares	15,306	2.5	D
Option (Right to Buy Common Shares)	(4)	07/25/2024	Common Shares	392,089	4.13	D
Option (Right to Buy Common Shares)	(5)	07/30/2025	Common Shares	156,062	4.93	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive 1 common share of the Issuer upon settlement.

2. The RSUs vest 1/3 per year over 3 years, beginning on June 22, 2017, subject to continued service through each vesting date.

3. The option is fully vested.

4. The option vests 1/48th of the total shares monthly following the grant date of July 25, 2014, subject to continued service through each vesting date.

5. The option vests 1/48th of the total shares monthly following the grant date of July 30, 2015, subject to continued service through each vesting date.

	/s/ Jeff Baxter	04/19/2017
	** 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 5 (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.
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