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Form 4 IMMUNOMEDICS INC For: Sep 21 Filed by: GOLDENBERG DAVID M

September 23, 2016 5:01 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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
GOLDENBERG DAVID M
(Last) (First) (Middle)
C/O IMMUNOMEDICS, INC
300 THE AMERICAN ROAD
(Street)
MORRIS PLAINS NJ 07950
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2016
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 09/21/2016   A   106,061 (1) A $ 0 3,464,631 (2) I See Footnote (3)
Common Stock               2,510,565 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 (right to buy) $ 3.3 09/21/2016   A     199,532   (4) 09/21/2023 Common Stock, par value $0.01 per share 199,532 $ 0 199,532 I See Footnote (3)
Explanation of Responses:
1. The reporting person's spouse, Ms. Cynthia L. Goldenberg (also known as Cynthia L. Sullivan), President and Chief Executive Officer of the Company, was granted restricted stock units pursuant to the Immunomedics, Inc. 2014 Long-Term Incentive Plan, which vest as to 25% of the shares on the first anniversary of the date of grant and as to 6.25% of the shares on a quarterly basis thereafter.
2. Includes a total of 190,000 shares held as joint tenants by the reporting person and his spouse.
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 a director. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein.
4. The reporting person's spouse was granted stock options pursuant to the Immunomedics, Inc. 2014 Long-Term Incentive Plan, which vest as to 25% of the shares underlying the options on the first anniversary of the date of grant and as to 6.25% of the shares underlying the options on a quarterly basis thereafter.
Remarks:
Chief Scientific Officer, Chief Patent Officer, and Chairman of the BOD
/s/ David M. Goldenberg 09/23/2016
** 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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