Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT 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
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
GOLDENBERG DAVID M
2. Issuer Name and Ticker or Trading Symbol
IMMUNOMEDICS INC [IMMU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last)
(First)
(Middle)

C/O IMMUNOMEDICS, INC, 300 THE AMERICAN ROAD
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2017
(Street)


MORRIS PLAINS, NJ 07950
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 01/29/2017   A4 29,239 (1) A $ 0 2,401,054 (2) D  
Common Stock 01/29/2017   F4 11,696 D $ 4.65 2,401,054 (2) D  
Common Stock 01/29/2017   A4 29,240 (1) A $ 0 3,467,423 I See Footnote (3)
Common Stock 01/29/2017   F4 11,696 D $ 4.65 3,467,423 I See Footnote (3)
Common Stock 03/14/2017   A4 14,620 (1) A $ 0 2,401,054 (2) D  
Common Stock 03/14/2017   F4 5,848 D $ 6.39 2,401,054 (2) D  
Common Stock 03/14/2017   A4 14,620 (1) A $ 0 3,467,423 I See Footnote (3)
Common Stock 03/14/2017   F4 5,848 D $ 6.39 3,467,423 I See Footnote (3)
Common Stock 05/18/2017   M4 11,500 A $ 3.28 2,401,054 (2) D  
Common Stock 05/18/2017   S4 11,500 D $ 7.3767 2,401,054 (2) D  
Common Stock 05/19/2017   M4 11,500 A $ 3.28 2,401,054 (2) D  
Common Stock 05/19/2017   S4 11,500 D $ 7.3414 2,401,054 (2) D  
Common Stock 05/22/2017   M4 11,500 A $ 3.28 2,401,054 (2) D  
Common Stock 05/22/2017   S4 11,500 D $ 7.4548 2,401,054 (2) D  
Common Stock 05/25/2017   M4 109,000 A $ 3.28 2,401,054 (2) D  
Common Stock 05/25/2017   S4 109,000 D $ 7.428 2,401,054 (2) D  
Common Stock 05/25/2017   M4 106,500 A $ 3.28 2,401,054 (2) D  
Common Stock 05/18/2017   M4 9,500 A $ 3.28 3,467,423 I See Footnote (3)
Common Stock 05/18/2017   S4 9,500 D $ 7.3768 3,467,423 I See Footnote (3)
Common Stock 05/19/2017   M4 9,500 A $ 3.28 3,467,423 I See Footnote (3)
Common Stock 05/19/2017   S4 9,500 D $ 7.4008 3,467,423 I See Footnote (3)
Common Stock 05/22/2017   M4 9,500 A $ 3.28 3,467,423 I See Footnote (3)
Common Stock 05/22/2017   S4 9,500 D $ 7.4508 3,467,423 I See Footnote (3)
Common Stock 05/25/2017   M4 86,500 A $ 3.28 3,467,423 I See Footnote (3)
Common Stock 05/25/2017   S4 86,500 D $ 7.4181 3,467,423 I See Footnote (3)
Common Stock 05/25/2017   M4 85,000 A $ 3.28 3,467,423 I See Footnote (3)

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 2270 (9-02)

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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 3.28 05/18/2017   M4   11,500   (4) 07/23/2017 Common Stock, par value $0.01 per share
11,500
$ 0 238,500
D
 
Stock Option (right to buy) $ 3.28 05/19/2017   M4   11,500   (4) 07/23/2017 Common Stock, par value $0.01 per share
11,500
$ 0 227,000
D
 
Stock Option (right to buy) $ 3.28 05/22/2017   M4   11,500   (4) 07/23/2017 Common Stock, par value $0.01 per share
11,500
$ 0 215,500
D
 
Stock Option (right to buy) $ 3.28 05/25/2017   M4   109,000   (4) 07/23/2017 Common Stock, par value $0.01 per share
109,000
$ 0 106,500
D
 
Stock Option (right to buy) $ 3.28 05/25/2017   M4   106,500   (4) 07/23/2017 Common Stock, par value $0.01 per share
106,500
$ 0 0
D
 
Stock Option (right to buy) $ 3.28 05/18/2017   M4   9,500   (5) 07/23/2017 Common Stock, par value $0.01 per share
9,500
$ 0 190,500
I
See Footnote (5)
Stock Option (right to buy) $ 3.28 05/19/2017   M4   9,500   (5) 07/23/2017 Common Stock, par value $0.01 per share
9,500
$ 0 181,000
I
See Footnote (5)
Stock Option (right to buy) $ 3.28 05/22/2017   M4   9,500   (5) 07/23/2017 Common Stock, par value $0.01 per share
9,500
$ 0 171,500
I
See Footnote (5)
Stock Option (right to buy) $ 3.28 05/25/2017   M4   86,500   (5) 07/23/2017 Common Stock, par value $0.01 per share
86,500
$ 0 85,000
I
See Footnote (5)
Stock Option (right to buy) $ 3.28 05/25/2017   M4   85,000   (5) 07/23/2017 Common Stock, par value $0.01 per share
85,000
$ 0 0
I
See Footnote (5)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDENBERG DAVID M
C/O IMMUNOMEDICS, INC
300 THE AMERICAN ROAD
MORRIS PLAINS, NJ 07950
  X     See Remarks  

Signatures

/s/ David M. Goldenberg 08/14/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Represents the settlement of common stock underlying Performance Units that have vested in accordance with the terms of the Performance-Based Restricted Stock Unit Agreement entered into by and between the Company and the reporting person on August 16, 2013.
(2) Includes a total of 190,000 shares held as joint tenants by the reporting person and his spouse, Cynthia L. Goldenberg, also known as Cynthia L. Sullivan, a director of the Issuer.
(3) Such shares are held by the reporting person's spouse, by various trusts established for the benefit of the reporting person and/or family members of the reporting person, or by a majority-owned subsidiary of the Issuer, of which the reporting person is an officer. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein.
(4) The reporting person was granted stock options pursuant to the Company's 2006 Stock Incentive Plan, as amended. Such stock options vested 25% on the first anniversary of the date of grant and 6.25% on a quarterly basis thereafter.
(5) The reporting person's spouse, Ms. Cynthia L. Sullivan, was granted stock options pursuant to the Company's 2006 Stock Incentive Plan, as amended. Such stock options vested 25% on the first anniversary of the date grant and 6.25% on a quarterly basis thereafter.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.