SEC FORM 4 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*
Vahanian Nicholas N.

(Last) (First) (Middle)
C/O NEWLINK GENETICS CORPORATION
2503 SOUTH LOOP DR., SUITE 5100

(Street)
AMES IA 50010

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEWLINK GENETICS CORP [ (NLNK) ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2019
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
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) $2.97 07/31/2019 D 380,952 12/04/2010 12/03/2019 Common Stock 380,952 (1) 0 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 167,896 (2) 07/31/2026 Common Stock 167,896 (1) 167,896 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 22,580 (2) 07/31/2026 Common Stock 22,580 (1) 22,580 D
Stock Option (Right to Buy) $3.07 07/31/2019 D 190,476 12/04/2010 03/02/2020 Common Stock 190,476 (1) 0 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 95,238 (2) 07/31/2026 Common Stock 95,238 (1) 95,238 D
Stock Option (Right to Buy) $7 07/31/2019 D 42,857 04/14/2012 11/09/2021 Common Stock 42,857 (1) 0 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 14,286 (2) 07/31/2026 Common Stock 14,286 (1) 14,286 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 7,143 (2) 07/31/2026 Common Stock 7,143 (1) 7,143 D
Stock Option (Right to Buy) $6.87 07/31/2019 D 80,000 01/18/2013 01/18/2022 Common Stock 80,000 (1) 0 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 31,921 (2) 07/31/2026 Common Stock 31,921 (1) 31,921 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 8,080 (2) 07/31/2026 Common Stock 8,080 (1) 8,080 D
Stock Option (Right to Buy) $11.79 07/31/2019 D 90,000 01/14/2014 01/13/2023 Common Stock 90,000 (3) 0 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 26,872 (2) 07/31/2026 Common Stock 26,872 (3) 26,872 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 3,129 (2) 07/31/2026 Common Stock 3,129 (3) 3,129 D
Stock Option (Right to Buy) $21.38 07/31/2019 D 71,250 (4) 01/01/2024 Common Stock 71,250 (3) 0 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 22,041 (2) 07/31/2026 Common Stock 22,041 (3) 22,041 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 1,710 (2) 07/31/2026 Common Stock 1,710 (3) 1,710 D
Stock Option (Right to Buy) $43.65 07/31/2019 D 81,000 (4) 01/01/2025 Common Stock 81,000 (5) 0 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 19,438 (2) 07/31/2026 Common Stock 19,438 (5) 19,438 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 813 (2) 07/31/2026 Common Stock 813 (5) 813 D
Stock Option (Right to Buy) $34.73 07/31/2019 D 84,275 (4) 01/03/2026 Common Stock 84,275 (5) 0 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 18,246 (2) 07/31/2026 Common Stock 18,246 (5) 18,246 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 2,195 (6) 07/31/2026 Common Stock 2,195 (5) 2,195 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 190 (2) 07/31/2026 Common Stock 190 (5) 190 D
Stock Option (Right to Buy) $1.77 07/31/2019 A 439 (6) 07/31/2026 Common Stock 439 (5) 439 D
Explanation of Responses:
1. On July 31, 2019, the issuer cancelled this option grant pursuant to the issuer's option exchange program. In exchange, for every two cancelled options, the reporting person received a replacement option having an exercise price of $1.77 per share.
2. The option vests as to 50% on the first anniversary of grant date and the remaining 50% on the second anniversary of grant date.
3. On July 31, 2019, the issuer cancelled this option grant pursuant to the issuer's option exchange program. In exchange, for every three cancelled options, the reporting person received a replacement option having an exercise price of $1.77 per share.
4. The option provided that it would vest in 48 equal monthly installments beginning the first month after grant date subject to the Reporting Person's continuous service as of such date.
5. On July 31, 2019, the issuer cancelled this option grant pursuant to the issuer's option exchange program. In exchange, for every four cancelled options, the reporting person received a replacement option having an exercise price of $1.77 per share.
6. The option vests as to 50% on the second anniversary of grant date and the remaining 50% on the third anniversary of grant date.
Remarks:
/s/ Ryan Trytten, attorney-in-fact 08/02/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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