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Form 4 Oncothyreon Inc. For: Jun 12 Filed by: HENNEY CHRISTOPHER S

June 16, 2015 4:54 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 *
HENNEY CHRISTOPHER S
(Last) (First) (Middle)
C/O ONCOTHYREON INC.
2601 FOURTH AVE., SUITE 500
(Street)
SEATTLE WA 98121
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Oncothyreon Inc. [ ONTY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2014
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 06/13/2014   M   16,042 A $ 0 139,818 D  
Common Stock 06/13/2014   F   4,011 (1) D $ 3.88 (1) 135,807 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
Restricted Share Units (RSU) (2) 06/12/2014   A   12,886     (3)   (3) Common Stock 12,886 $ 0 12,886 D  
Restricted Share Unit (RSU) (2) 06/13/2015   M     16,042   (4)   (4) Common Stock 16,042 $ 0 0 D  
Explanation of Responses:
1. 4,011 shares of the restricted share unit ("RSU") grant, which represent approximately 25% of the shares underlying the RSU grant that vested on June 13, 2015, were not issued to the reporting holder; instead the reporting holder received an amount in cash from the issuer equal to the value of such shares based on the closing price of the issuer's Common Stock on June 12, 2015, the most recent date prior to the vesting date on which the issuer's Common Stock was traded, to facilitate such holder's satisfaction of U.S. federal income tax obligations in connection with the vesting of the RSUs, which transaction does not represent a sale by the reporting person.
2. Approximately 75% of each RSU represents a contingent right to receive approximately 0.75 share of the issuer's Common Stock upon vesting and approximately 25% represents a contingent right to receive cash upon vesting, which cash will be used to facilitate such holder's satisfaction of U.S. federal income tax obligations in connection with the vesting of the RSUs.
3. 100% vests on the two-year anniversary of the Transaction Date, subject to acceleration under certain circumstances.
4. The RSU was 100% vested on June 13, 2015.
Julia M. Eastland as attorney-in-fact for Christopher S. Henney 06/16/2015
** 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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