Derma Sciences (DSCI) Form 4 DERMA SCIENCES / Barry Wolfenson 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^*

Wolfenson Barry

(Last) (First) (Middle)

DERMA SCIENCES, INC.

214 CARNEGIE CENTER, SUITE 300

(Street)

PRINCETON NJ 08540

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DERMA SCIENCES, INC. [ DSCI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2016

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
Common Stock	03/02/2016		A		3,600(1)	A	$0	84,134	D
Common Stock	03/02/2016		F		1,319(2)	D	$3.3	82,815	D

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)	$8.83	03/02/2016		A		13,400(3)		03/02/2016	02/12/2025	Common Stock	13,400	$0	13,400	D
Stock Option (right to buy)	$3.3	03/02/2016		A		16,000(4)		03/02/2016(4)	03/02/2026	Common Stock	16,000	$0	16,000	D

Explanation of Responses:

1. The shares of common stock reported herein represent restricted stock units issued under the issuer's equity incentive plan in consideration of the reporting person's services to the issuer granted on February 12, 2015, subject to the issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2015, and further subject to continued employment through the vesting date. Certain of the performance criteria for 2015 were met, resulting in the vesting of 3,600 restricted stock units.

2. Shares withheld in connection with the vesting of 3,600 restricted stock units, previously granted pursuant to the issuer's equity incentive plan, at a closing price of $3.30, as reported herein.

3. The options reported herein were issued under the issuer's equity incentive plan in consideration of the reporting person's services to the issuer granted on February 12, 2015, subject to the issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2015, and further subject to continued employment through the vesting date. Certain of the performance criteria for 2015 were met, resulting in the vesting of 13,400 options.

4. The options, granted pursuant to the issuer's equity incentive plan, vested as to 25% on the grant date and will vest as to an additional 25% on March 2 of 2017, 2018 and 2019.

Remarks:

Group President, Advanced Wound Care

	/s/ Barry J. Wolfenson	03/04/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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