Kennedy Eugene P. Form 4 NEWLINK GENETICS / Eugene P. Kennedy 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^*

Kennedy Eugene P.

(Last) (First) (Middle)

C/O NEWLINK GENETICS CORPORATION

2503 SOUTH LOOP DR., SUITE 5100

(Street)

AMES IA 50010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEWLINK GENETICS CORP [ (NLNK) ]

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)
07/31/2019

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 (Right to Buy)	$8.9	07/31/2019		D			37,500	12/13/2017	11/12/2027	Common Stock	37,500	(1)	0	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		7,813		(2)	07/31/2026	Common Stock	7,813	(1)	7,813	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		6,641		(3)	07/31/2026	Common Stock	6,641	(1)	6,641	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		4,297		(3)	07/31/2026	Common Stock	4,297	(1)	4,297	D
Stock Option (Right to Buy)	$7.85	07/31/2019		D			110,000	(4)	(5)	Common Stock	110,000	(1)	0	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		9,167		(2)	07/31/2026	Common Stock	9,167	(1)	9,167	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		15,889		(3)	07/31/2026	Common Stock	15,889	(1)	15,889	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		6,875		(3)	07/31/2026	Common Stock	6,875	(1)	6,875	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		6,875		(2)	07/31/2026	Common Stock	6,875	(1)	6,875	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		4,587		(3)	07/31/2026	Common Stock	4,587	(1)	4,587	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		4,582		(3)	07/31/2026	Common Stock	4,582	(1)	4,582	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		4,582		(3)	07/31/2026	Common Stock	4,582	(1)	4,582	D
Stock Option (Right to Buy)	$1.77	07/31/2019		A		2,445		(3)	07/31/2026	Common Stock	2,445	(1)	2,445	D

Explanation of Responses:

1. On July 31, 2019, the issuer cancelled this option grant pursuant to the issuer's option exchange program. In exchange, for every two cancelled options, the reporting person received a replacement option having an exercise price of $1.77 per share.

2. The option vests as to 50% on the first anniversary of grant date and the remaining 50% on the second anniversary of grant date.

3. The option vests as to 50% on the second anniversary of grant date and the remaining 50% on the third anniversary of grant date.

4. The option provided that 50% of the option grant would vest in a series of 48 successive equal monthly installments beginning on April 9, 2018 and the remaining 50% would vest upon specified performance objectives, in each case, provided that as the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

5. Unless otherwise disclosed, the option expires ten years after the date of grant.

Remarks:

	/s/ Ryan Trytten, attorney-in-fact	08/02/2019
	** 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).
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