SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Venkatesan Jay

(Last)

(First)

(Middle)

C/O ONCOTHYREON INC.

2601 FOURTH AVE., SUITE 500

(Street)

SEATTLE

98121

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2014

3. Issuer Name and Ticker or Trading Symbol
Oncothyreon Inc. [ ONTY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and General Manager

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	50,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Warrant (right to buy)	03/28/2011	10/12/2015	Common Stock	27,476	$4.24	I	By Ayer Special Situations Fund I, LP⁽¹⁾
Common Stock Warrant (right to buy)	03/28/2011	10/12/2015	Common Stock	47,457	$4.24	I	By Epworth-Ayer Capital⁽²⁾
Common Stock Warrant (right to buy)	03/28/2011	10/12/2015	Common Stock	864,969	$4.24	I	By Ayer Capital Partners Master Fund, LP⁽³⁾
Common Stock Warrant (right to buy)	03/28/2011	10/12/2015	Common Stock	17,149	$4.24	I	By Ayer Capital Partners Kestrel Fund, LP⁽⁴⁾

Explanation of Responses:

1. The securities are held by Ayer Special Situations Fund I, LP ("ASSF"), the investment advisor of which is Ayer Capital Management, LP (the "ACM LP"). The reporting person is a managing member of ACM LP, and may be deemed to share voting and investment power over the securities held by ASSF. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

2. The securities are held by Epworth-Ayer Capital ("Epworth"), the investment manager of which is ACM LP. The reporting person is a managing member of ACM LP, and may be deemed to share voting and investment power over the securities held by Epworth. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

3. The securities are held by Ayer Capital Partners Master Fund, LP ( "ACPM"), the investment advisor of which is ACM LP. The reporting person is a managing member of ACM LP, and may be deemed to share voting and investment power over the securities held by ACPM. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

4. The securities are held by Ayer Capital Partners Kestrel Fund, LP ("Kestrel"), the investment advisor of which is ACM LP. The reporting person is a managing member of ACM LP, and may be deemed to share voting and investment power over the securities held by Kestrel. The reporting person disclaims beneficial ownership over such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

Remarks:

	/s/ Julia M. Eastland as attorney-in-fact for Jay Venkatesan	08/12/2014
	** 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 5 (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.