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Form 4 ImmunoCellular Therapeut For: Mar 20 Filed by: FRACTOR DAVID

March 24, 2015 6:17 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 *
FRACTOR DAVID
(Last) (First) (Middle)
C/O IMMUNOCELLULAR THERAPEUTICS, LTD.
23622 CALABASAS ROAD, SUITE 300
(Street)
CALABASAS CA 91302
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ImmunoCellular Therapeutics, Ltd. [ IMUC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2015
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 03/20/2015   A   35,000 (1) A $ 0 35,000 D  
Common Stock               41,667 I By Trust
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 (Rt to Buy) $ 0.57 03/20/2015   A   50,000     (2) 03/20/2025 Common Stock 50,000 $ 0 50,000 D  
Stock Option (Rt to Buy) $ 0.57 03/20/2015   A   50,000     (3) 03/20/2025 Common Stock 50,000 $ 0 50,000 D  
Explanation of Responses:
1. Reflects the receipt of a restricted stock unit. Each restricted stock unit represents a contingent right to receive one (1) share of Immunocellular Therapeutics, Ltd. common stock. The restricted stock unit shall vest in full on the second anniversary of the grant date.
2. Option shares shall vest in a series of 48 equal consecutive monthly installments commencing on April 13, 2015 until fully vested.
3. Option shares shall become fully vested and immediately exercisable if the average daily closing price of Immunocellular Therapeutics, Ltd.'s common stock on the NYSE MKT during any 10 consecutive trading day period exceeds a closing $2.00 weighted average bid and ask price per share (as adjusted for any stock splits and the like).
Remarks:
VP, Finance, & Principal Accounting Officer
/s/ David E. Biener, Attorney-In-Fact 03/24/2015
** 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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