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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Humeau Laurent

(Last)

(First)

(Middle)

C/O INOVIO PHARMACEUTICALS, INC.

6769 MESA RIDGE RD.

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INOVIO PHARMACEUTICALS, INC. [ INO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Scientific Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2024

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	02/26/2024		M		1,878	A	⁽¹⁾	19,764⁽²⁾	D
Common Stock	02/26/2024		F		770⁽³⁾	D	$8.16	18,994	D
Common Stock	02/26/2024		M		3,856	A	⁽⁴⁾	22,850	D
Common Stock	02/26/2024		F		1,581⁽⁵⁾	D	$8.16	21,269	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)
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)
Restricted Stock Unit	⁽¹⁾	02/26/2024		M			1,878⁽²⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,878⁽²⁾	$0	0	D
Restricted Stock Unit	⁽⁴⁾	02/26/2024		M			3,856⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	3,856⁽²⁾	$0	3,855⁽²⁾	D
Common Stock Option	$8.46	02/28/2024		A		18,750		02/28/2024⁽⁶⁾	02/28/2034	Common Stock	18,750	$0	18,750	D
Restricted Stock Unit	⁽⁷⁾	02/28/2024		A		15,029		⁽⁷⁾	⁽⁷⁾	Common Stock	15,029	$0	15,029	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 5,635 restricted stock units was as follows: 1,879 shares vested on February 26, 2022; 1,878 shares vested on February 26, 2023; and 1,878 shares vested on February 26, 2024. Vested restricted stock units could be settled in shares of common stock, cash or a combination of both.

2. Gives effect to a 1-for-12 reverse stock split effected by the Issuer on January 24, 2024.

3. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in the immediately preceding row and described in footnote (1) herein.

4. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 11,566 restricted stock units is as follows: 3,855 shares vested on February 26, 2023; 3,856 shares vested on February 26, 2024; and 3,855 shares will vest on February 26, 2025. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both.

5. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in the immediately preceding row and described in footnote (4) herein.

6. The vesting schedule for the 18,750 options is as follows: 4,688 shares vested on February 28, 2024; 4,688 shares will vest on February 28, 2025; 4,687 shares will vest on February 28, 2026; and 4,687 shares will vest on February 28, 2027.

7. Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 15,029 restricted stock units is as follows: 5,010 shares will vest on February 26, 2025; 5,010 shares will vest on February 26, 2026; and 5,009 shares will vest on February 26, 2027. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both.

Remarks:

	/s/ Laurent Humeau	02/28/2024
	** 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).
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