Hoke Robin Smith Form 3 Oncobiologics / Hoke Robin Smith 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^*

Smith Hoke Robin

(Last) (First) (Middle)

C/O ONCOBIOLOGICS, INC.

7 CLARKE DRIVE

(Street)

CRANBURY NJ 08521

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2016

3. Issuer Name and Ticker or Trading Symbol
Oncobiologics, Inc. [ ONS ]

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

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

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)
Restricted Stock Units(1)	7,246(2)(3)	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

Explanation of Responses:

1. Granted pursuant to the Issuer's 2015 Equity Incentive Plan.

2. Each restricted stock unit ("RSU") represents the right to receive, at settlement, one (1) share of the Issuer's common stock.

3. The RSUs are subject to, and to vest must satisfy, both (a) performance-based vesting restrictions (the RSUs will satisfy the performance-based vesting restrictions upon the first to occur of (x) a change of control as defined in the award agreement and (y) the expiration of the 6 month lock-up period following the Issuer's initial public offering, subject to continued service through such event) and (b) time-based vesting restrictions (33.33% of the RSUs will satisfy the time-based vesting restrictions on each of the first, second and third anniversaries of December 11, 2015, subject to continued service through such dates). In addition, 100% of the RSUs will satisfy the time-based vesting restrictions upon the occurrence of a change of control, subject to continued service through such event.

Remarks:

	/s/ Lawrence Kenyon, Attorney-in-Fact	05/12/2016
	** 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 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).
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