Immunomedics (IMMU) Form 4 IMMUNOMEDICS / Behzad Aghazadeh 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^*

Aghazadeh Behzad

(Last) (First) (Middle)

C/O AVORO CAPITAL ADVISORS LLC

110 GREENE STREET, SUITE 800

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IMMUNOMEDICS INC [ IMMU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, $0.01 par value per share (''Common Stock'')	06/07/2019(1)		A		9,667(2)	A	$0	13,516(2)	D
Common Stock								20,000,000	I	See footnotes(4)(5)

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)	$12.93	06/07/2019(1)		A		17,077		06/07/2020(3)	06/07/2026	Common Stock, par value $0.01 per share	17,077	$0	17,077	D

1. Name and Address of Reporting Person^*

Aghazadeh Behzad

(Last) (First) (Middle)

C/O AVORO CAPITAL ADVISORS LLC

110 GREENE STREET, SUITE 800

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avoro Capital Advisors LLC

(Last) (First) (Middle)

C/O AVORO CAPITAL ADVISORS LLC

110 GREENE STREET, SUITE 800

(Street)

NEW YORK NY 10012

(City) (State) (Zip)

Explanation of Responses:

1. Such grants of restricted stock units and stock options were made automatically pursuant to the Issuer's compensation policy for non-employee directors as of the date of the Issuer's 2019 annual meeting of stockholders, which occurred on June 7, 2019.

2. Includes restricted stock units that represent a contingent right to receive one share of the Issuer's common stock. The restricted stock units shall vest on the first anniversary of the date of grant, subject to the Reporting Person's continued service as a director of the Issuer.

3. The stock options vest on the first anniversary of the date of grant, subject to the Reporting Person's continued service as a director of the Issuer.

4. Such securities are held on behalf of accounts managed by Avoro Capital Advisors LLC (formerly venBio Select Advisor LLC), a Delaware limited liability company (the "Investment Manager") and Avoro Life Sciences Fund LLC (formerly venBio Select Fund LLC), a Delaware limited liability company, a fund managed by the Investment Manager. Behzad Aghazadeh ("Dr. Aghazadeh," and together with the Investment Manager, the "Reporting Persons") serves as the portfolio manager and controlling person of the Investment Manager.

5. The filing of this statement shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

Remarks:

The Investment Manager may be deemed a director by deputization of Immunomedics, Inc. (the "Issuer") by virtue of the fact that Dr. Aghazadeh currently serves on the board of directors of the Issuer.

	/s/ Behzad Aghazadeh	06/10/2019
	Avoro Capital Advisors LLC, by: /s/ Behzad Aghazadeh, authorized signatory	06/10/2019
	** Signature of Reporting Person	Date
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