SEC FORM 4

SEC Form 4

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^*

Venkatesan Jay

(Last)

(First)

(Middle)

C/O ONCOTHYREON INC.

2601 FOURTH AVE., SUITE 500

(Street)

SEATTLE

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/08/2014		A		3,776,723	A	⁽¹⁾	3,826,723	D
Common Stock	08/08/2014		A		263,493	A	⁽²⁾	263,493	I	By Andaman Orphan Therapies, LLC⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Received in exchange for 4,300,000 shares of Alpine Biosciences, Inc. ("Alpine") common stock in connection with the merger of Alpine into the issuer (the "Merger"). On the effective date of the Merger, the closing price of the issuer's common stock was $2.93 per share. Of the shares of Common Stock issued to the reporting person in the Merger, 472,090 shares are currently being held in escrow and are subject to forfeiture during the escrow period to satisfy claims arising as a result of, among other things, Alpine's breach of any of its representations and warranties or covenants and agreements set forth in the merger agreement dated August 8, 2014 (the "Merger Agreement").

2. Received in exchange for 300,000 shares of Alpine common stock in connection with the Merger. On the effective date of the Merger, the closing price of the issuer's common stock was $2.93 per share. Of the shares of Common Stock issued to Andaman Orphan Therapies, LLC in the Merger, 32,937 shares are currently being held in escrow and are subject to forfeiture during the escrow period to satisfy claims arising as a result of, among other things, Alpine's breach of any of its representations and warranties or covenants and agreements set forth in the Merger Agreement.

3. The reporting person is sole managing member of Andaman Orphan Therapies, LLC.

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 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.
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