SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Langren Carl W. (Last) (First) (Middle) C/O NEWLINK GENETICS CORPORATION 2503 SOUTH LOOP DR., SUITE 5100 (Street) AMES IA 50010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/07/2013	3. Issuer Name and Ticker or Trading Symbol NEWLINK GENETICS CORP [ (NLNK) ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Principal Accounting Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	56,991	D
Common Stock	8,429	I	By Pension Plan
Common Stock	8,429	I	By Spouse's Pension Plan
Common Stock	1,300	I	By Son

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	12/14/2008(1)	12/13/2017	Common Stock	9,523	2.1	D
Stock Option (Right to Buy)	03/03/2011(2)	03/02/2020	Common Stock	2,380	3.07	D
Stock Option (Right to Buy)	01/21/2010(1)	01/20/2019	Common Stock	2,564	0.8	D
Stock Option (Right to Buy)	04/14/2012(2)	04/13/2021	Common Stock	16,666	7	D
Stock Option (Right to Buy)	10/19/2012(2)	10/18/2021	Common Stock	23,809	7	D
Stock Option (Right to Buy)	01/19/2013(2)	01/18/2022	Common Stock	15,000	6.87	D
Stock Option (Right to Buy)	01/14/2014(2)	01/13/2023	Common Stock	20,000	11.79	D

Explanation of Responses:

1. Grant to the Reporting Person of a stock option under the 2009 Equity Incentive Plan (the "Plan"). The option vests over a five-year period, with 20% of such option vesting on the one-year anniversary of the vesting commencement date and the remaining 80% of such option vesting in equal monthly installments over the next 48 months, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

2. Grant to the Reporting Person of a stock option under the 2009 Equity Incentive Plan (the "Plan"). The option vests over a four-year period, with 25% of such option vesting on the one-year anniversary of the vesting commencement date and the remaining 75% of such option vesting in equal monthly installments over the next 36 months, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

Remarks:

	/s/ Gordon Link, by power of attorney	11/18/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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(1)	execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or more than 10% stockholder of NewLink Genetics Corporation (the “Company”), Forms 3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)	do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.