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Form 4 Galena Biopharma, Inc. For: Jun 01 Filed by: Dunlap Ryan

June 7, 2016 6:37 PM EDT
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 *
Dunlap Ryan
(Last) (First) (Middle)
C/O GALENA BIOPHARMA, INC.
2000 CROW CANYON PL., SUITE 380
(Street)
SAN RAMON CA 94583
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Galena Biopharma, Inc. [ GALE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Former Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2016
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 06/01/2016   M   31,250 A $ 1.75 49,952 D  
Common Stock 06/01/2016   M   65,625 A $ 1.85 115,577 D  
Common Stock 06/01/2016   M   30,000 A $ 1.71 145,577 D  
Common Stock 06/01/2016   S   126,875 D $ 2.18 (1) 18,702 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 $ 1.75 06/01/2016   M     31,250   (2)   (3) Common Stock 31,250 $ 0 95,625 D  
Stock Option $ 1.85 06/01/2016   M     65,625   (4)   (3) Common Stock 65,625 $ 0 30,000 D  
Stock Option $ 1.71 06/01/2016   M     30,000   (5)   (3) Common Stock 30,000 $ 0 0 D  
Explanation of Responses:
1. The Price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $2.16 to $2.22 per share. The reporting person undertakes the provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The trades settled on June 6, 2016.
2. The option vests on a quarterly basis over four years, commencing on the last day of the quarter after the date of grant (1/15/15).
3. This stock option was subject to cancellation on June 29, 2016, which was 90 days after the Reporting person's consulting agreement ended with the Issuer.
4. The option vests on a quarterly basis over four years, commencing on the last day of the quarter after the date of grant (7/9/12).
5. The option vests on a quarterly basis over four years, commencing on the last day of the quarter after the date of grant (1/29/13).
Ryan M. Dunlap 06/07/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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