Derma Sciences (DSCI) Form 4 DERMA SCIENCES / JOHN E YETTER 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^*

YETTER JOHN E

(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)
EVP, Finance & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2017

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	02/10/2017		M		9,375(1)	A	$6.4	67,394	D
Common Stock	02/10/2017		F		8,571(1)	D	$7	58,823	D
Common Stock	02/14/2017		A		7,100(2)	A	$0	65,923	D
Common Stock	02/14/2017		F		2,637(3)	D	$7	63,286	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)	$6.4	02/10/2017		M			9,375	03/01/2007(4)	02/22/2017	Common Stock	9,375	$0(5)	0	D
Stock Option (right to buy)	$3.3	02/14/2017		A			21,200(6)	02/14/2017	02/14/2027	Common Stock	21,200	$0	21,200	D

Explanation of Responses:

1. Shares delivered in connection with the cashless exercise of 9,375 options, previously granted pursuant to the issuer's stock option plan, at an exercise price of $6.40, as reported herein.

2. 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 March 2, 2016, subject to the issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2016, and further subject to continued employment through the vesting date. Certain of the performance criteria for 2016 were met, resulting in the vesting of 7,100 restricted stock units.

3. Shares withheld in connection with the vesting of 7,100 restricted stock units, previously granted pursuant to the issuer's equity incentive plan, at a price of $7.00, as reported herein.

4. A total of 75,000 of the options were granted pursuant to the issuer's stock option plan on March 1, 2007. Options for 25% of the shares vested immediately and options for the remaining shares vested at the rate of 25% per year starting on February 22, 2008. The revised total of 9,375 options reflects the issuer's 1-for-8 reverse split effective January 1, 2010.

5. The options were originally granted in consideration of the reporting person's services to the issuer and without payment of cash.

6. 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 March 2, 2016, subject to the issuer's satisfaction of certain performance criteria for the fiscal year ending December 31, 2016, and further subject to continued employment through the vesting date. Certain of the performance criteria for 2016 were met, resulting in the vesting of 21,200 options.

	/s/ John E. Yetter	02/16/2017
	** Signature of Reporting Person	Date
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