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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (right to buy) | $ 11.86 | 12/07/2017 | A | 119,237 (4) | (1) | 12/07/2024 | Common Stock, par value $0.01 per share | 119,237 (4) | $ 0 | 119,237 (4) | D | ||||
| Stock Options (right to buy) | $ 11.86 | 12/07/2017 | A | 320,139 (4) | (2)(3) | 12/07/2024 | Common Stock, par value $0.01 per share | 320,139 (4) | $ 0 | 320,139 (4) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| PEHL MICHAEL F. C/O IMMUNOMEDICS, INC 300 THE AMERICAN ROAD MORRIS PLAINS, NJ 07950 |
X | President and CEO | ||
| /s/ Michael F. Pehl | 12/22/2017 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | The reporting person was granted stock options pursuant to the Company's 2014 Long-Term Incentive Plan. The stock options vest 25% on the first anniversary of the date of grant and 2.08333% on a monthly basis thereafter. |
| (2) | The reporting person was granted performance-based vesting stock options pursuant to the Company's 2014 Long-Term Incentive Plan. The stock options will vest (i) as to 151,678 shares (a) 25% on the first anniversary of the date of grant and 2.08333% on a monthly basis thereafter through the fourth anniversary of the date of grant (each date a "Vesting Date") and (b) subject to Immunomedics, Inc. common stock achieving a fair market value of $23.72 or higher based on the average closing price for the prior 15 consecutive trading days on such Vesting Date; and (ii) as to 168,461 shares (a) 25% on the first anniversary of the date of grant and 2.08333% on a monthly basis thereafter through the fourth anniversary of the date of grant and (b) subject to Immunomedics, Inc. common stock achieving a fair market value of $35.58 or higher based on the average closing price for the prior 15 consecutive trading days on such Vesting Date. |
| (3) | If the performance-based vesting criteria of the stock options is not attained on an applicable Vesting Date, and to the extent such performance-based vesting criteria is subsequently attained, the applicable tranche of stock options may vest on the date such criteria is met. |
| (4) | The purpose of this amendment is to correct the number of shares reported in Table II, Column 5, Column 7 and Column 9. |