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Form 5 IMMUNOMEDICS INC For: Jun 30 Filed by: GOLDENBERG DAVID M

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July 20, 2016 5:02 PM EDT
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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: 3235-0362
Expires: January 31, 2014
Estimated average burden
hours per response: 1.0
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
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)
06/30/2016
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 07/28/2015   A 9,746 (1) A $ 0 2,482,958 (2) D  
Common Stock 07/28/2015   F 3,570 D $ 2.55 2,479,388 (2) D  
Common Stock 07/28/2015   A 9,747 (1) A $ 0 3,300,599 I See Footnote (3)
Common Stock 07/28/2015   F 3,571 D $ 2.55 3,297,028 I See Footnote (3)
Common Stock 03/14/2016   A 29,240 (1) A $ 0 2,508,628 (2) D  
Common Stock 03/14/2016   F 10,711 D $ 2.65 2,497,917 (2) D  
Common Stock 03/14/2016   A 29,240 (1) A $ 0 3,326,268 I See Footnote (3)
Common Stock 03/14/2016   F 10,711 D $ 2.65 3,315,557 I See Footnote (3)
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents the settlement of common stock underlying Performance Units that have vested in accordance with the terms of the Performance-Based Restricted Stock Unit Agreement entered into on August 16, 2013 by and between the Company and each of the reporting person and his spouse, Ms. Cynthia L. Goldenberg, President and Chief Executive Officer of the Company.
2. Includes a total of 190,000 shares held as joint tenants by the reporting person and Ms. Goldenberg.
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 an officer. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interests therein.
Remarks:
Chief Scientific Officer, Chief Patent Officer, and Chairman of the Board of Directors
/s/ David M. Goldenberg 07/20/2016
** 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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