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* POWERS BRADLEY J (Last) (First) (Middle) 2503 SOUTH LOOP DRIVE STE 5300 (Street) AMES IA 50010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/03/2019	3. Issuer Name and Ticker or Trading Symbol NEWLINK GENETICS CORP [ (NLNK) ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Principal Executive Officer	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	579(1)	D
Common Stock	250	I	By Spouse

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	09/01/2018(2)	07/31/2028	Common Stock	50,000	$3.17	D
Stock Option (Right to Buy)	(3)(4)	(4)	Common Stock	80,000	$1.8	D
Stock Option (Right to Buy)	07/31/2020(5)	07/31/2026	Common Stock	12,436	$1.77	D
Stock Option (Right to Buy)	07/31/2021(6)	07/31/2026	Common Stock	4,635	$1.77	D

Explanation of Responses:

1. Includes 250 restricted stock units ("RSUs") granted to the Reporting Person on August 24, 2015 under the Issuer's 2009 Equity Incentive Plan, as amended (the "Plan"). The RSUs will vest, and shares will be delivered to the Reporting Person on August 24, 2019, provided that the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan.

2. On August 1, 2018 the Reporting Person was granted a stock option under the Plan. The option vests and becomes exercisable in a series of 48 successive equal monthly installments beginning on September 1, 2018, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

3. On March 1, 2019 the Reporting Person was granted a stock option under the Plan. 50% of the option vests and becomes exercisable in a series of 48 successive equal monthly installments beginning on April 1, 2019, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the Date of Grant.

4. The remaining 50% of the stock options vest and become exercisable as follows: (a) 25% of such shares shall vest as to 8.34%, 8.33% and 8.33% on the 1st day of the month following an increase of closing share price on Nasdaq Stock Market by at least 33.33%, 66.66% and 100%, respectively, above the exercise price of the options when measured over 30 consecutive calendar days, provided such increase occurs within four years of the Date of Grant, otherwise such options shall be cancelled; (b) 12.50% of such shares shall vest on the 1st day of the month following the expansion of the Company pipeline with an in-license, merger or the internal development of novel candidate; and (c) the remaining 12.50% of such shares shall vest on the 1st day of the month following enrollment of the first patient in a clinical trial that is registration eligible, the completion of each to be determined by the Board. Unless otherwise disclosed, the option expires ten years after date of grant.

5. On July 31, 2019 the Reporting Person was granted a stock option under the Plan. The option vests as to 50% on the first anniversary of grant date and the remaining 50% on the second anniversary of grant date, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires seven years after the date of grant.

6. On July 31, 2019 the Reporting Person was granted a stock option under the Plan. The option vests as to 50% on the second anniversary of grant date and the remaining 50% on the third anniversary of grant date, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires seven year after the date of grant.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Ryan Trytten, attorney-in-fact	08/12/2019
	** 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.