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^*

O'Connor Daniel J.

(Last)

(First)

(Middle)

C/O ONCOSEC MEDICAL INCORPORATED

5820 NANCY RIDGE DRIVE

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ONCOSEC MEDICAL Inc [ ONCS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2017

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)

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)
Stock Option (Right to Buy)	$1.25⁽¹⁾	01/12/2018⁽²⁾		A		2,000,000⁽³⁾		01/12/2018	11/07/2027	Common Stock	2,000,000⁽⁴⁾	$0	2,000,000	D
Stock Option (Right to Buy)	$1.25⁽¹⁾	01/12/2018⁽²⁾		A		500,000⁽³⁾		01/12/2018	11/07/2027	Common Stock	500,000⁽⁵⁾	$0	500,000	D

Explanation of Responses:

1. OncoSec's (ONCS) stock closing price was $1.25 on November 7, 2017.

2. The above listed Stock Options were approved by OncoSec's stockholders at OncoSec's Annual Stockholders Meeting held on January 12, 2018.

3. The shares subject to the stock option were approved by the Company's Board of Directors on November 7, 2017 ("Grant Date"), contingent upon approval by the Company's stockholders at the Company's Annual Stockholders Meeting on January 12, 2018.

4. One million (1,000,000) Options vested upon the Company's stockholders' approval of the Option at the Company's Annual Stockholders Meeting held on January 12, 2018 and one twenty-fourth (1/24th) of the remaining one million (1,000,000) Options shall vest on each monthly anniversary of the date of the Grant Date.

5. The stock option were approved by the Company's Board of Directors on November 7, 2017 ("Grant Date"), subject to stockholder approval and the Company's stockholders approved the grant at the Company's Annual Stockholders Meeting on January 12, 2018. Subject to the terms of the Company's 2011 Stock Incentive Plan and related award agreement, two hundred fifty thousand (250,000) of the options shall be fully vested on the date that the Company achieves one hundred percent (100%) enrollment in the first cohort of the Pisces Study (the "Enrollment Date") and the remaining two hundred fifty thousand (250,000) PISCES Options shall vest on the first anniversary of the Enrollment Date, pursuant to the OncoSec Medical Incorporated 2011 Stock Incentive Plan.

	/s/ Daniel J. O'Connor	01/17/2018
	** 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).
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