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Form 4 AmpliPhi Biosciences For: Jun 21 Filed by: COOK JEREMY CURNOCK

March 26, 2018 8:51 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 *
COOK JEREMY CURNOCK

(Last) (First) (Middle)
C/O AMPLIPHI BIOSCIENCES CORPORATION
3579 VALLEY CENTRE DRIVE, SUITE 100

(Street)
SAN DIEGO CA 92130

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AmpliPhi Biosciences Corp [ APHB ]
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)
06/21/2016
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 06/21/2016   P   15,057 A (1) 71,847 I See Footnote (2)
Common Stock 11/22/2016   P   46,666 A $ 7.4 118,513 I See Footnote (2)
Common Stock 06/29/2017   P   5,757 A (1) 124,270 I See Footnote (2)
Common Stock 09/19/2017   P   105,015 A (1) 229,285 I See Footnote (2)
Common Stock 03/22/2018   P   181,820 A $ 1.1 411,105 I See Footnote (2)
Common Stock               330 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
Warrant to Purchase Common Stock $ 0.5749 (3) 11/22/2016   P   46,666     (4) 11/22/2021 Common Stock 46,666 $ 0.1 46,666 I See Footnote (5)
Explanation of Responses:
1. The Shares were issued pursuant to a Common Stock Issuance Agreement, dated April 8, 2016, between the Issuer and certain holders of the Issuer's Series B Preferred Stock (the "Holders"), as amended. As consideration for the Shares, among other things, the Holders waived their right to receive certain cash payments to which they were entitled upon the conversion of their Series B Preferred Stock and also waived certain registration rights relating to certain future registration statements or public offerings that may be filed or conducted by the Issuer.
2. The shares are held by One Funds Management Limited as Trustee for Asia Pacific Healthcare Fund II ("One Funds Management"). The Reporting Person may be deemed to have shared voting and dispositive power over the shares beneficially owned by One Funds Management but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any.
3. Price reported is reflective of adjustments made to the exercise price after the date of issuance pursuant to the terms of the warrant.
4. Immediately exercisable.
5. The warrant is held by One Funds Management. The Reporting Person may be deemed to have shared voting and dispositive power over the securities beneficially owned by One Funds Management but disclaims such beneficial ownership, except to the extent of his pecuniary interest therein, if any.
/s/ Steve Martin, attorney-in-fact 03/26/2018
** 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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