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*
DHILLON PUNIT
(Last) (First) (Middle)
5820 NANCY RIDGE DRIVE
(Street)
SAN DIEGO CA 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)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)(1) $4.2 12/14/2016 D 25,000 (2) 04/25/2022 Common Stock 25,000 (3) 0 D
Employee Stock Option (right to buy)(1) $4.6 12/14/2016 D 12,500 (4) 02/08/2023 Common Stock 12,500 (3) 0 D
Non-qualified Stock Option (right to buy)(5) $16.1 12/14/2016 D 100,000 (6) 03/07/2024 Common Stock 100,000 (3) 0 D
Employee Stock Option (right to buy)(1) $7.6 12/14/2016 D 25,000 (7) 03/03/2025 Common Stock 25,000 (3) 0 D
Employee Stock Option (right to buy)(1) $5.76 12/14/2016 D 500,000 (8) 08/21/2025 Common Stock 500,000 (3) 0 D
Employee Stock Option (right to buy)(1) $1.29 12/14/2016 A 314,583 (9) 12/14/2026 Common Stock 314,583 (3) 314,583 D
Explanation of Responses:
1. These stock options were granted as Incentive Stock Options only to the extent that the $100,000 dollar limitation of 26 U.S.C. ss.422(d) is not exceeded; anything beyond that is deemed a Non-qualified Stock Option.
2. The stock options were scheduled to fully vest on April 25, 2015, the third anniversary of the grant date.
3. On December 14, 2016, OncoSec Medical Incorporated cancelled, pursuant to its Stock Option Exchange Program, options previously granted to and held by the reporting person to purchase 25000 shares (previously granted on April 25, 2012), 12500 shares (previously granted on February 8, 2013), 100000 shares (previously granted on March 7, 2014), 25000 shares (previously granted on March 3, 2015), and 500000 shares (previously granted on August 21, 2015) of common stock. In exchange, and subject to the terms of the Stock Option Exchange Program, the reporting person received a replacement option for 314583 shares of common stock with an exercise price of $1.29 per share.
4. The stock options were scheduled to fully vest on February 8, 2016, the third anniversary of the grant date.
5. These stock options were granted as Non-qualified stock options.
6. The stock options were scheduled to fully vest on March 7, 2017, the third anniversary of the grant date.
7. The stock options were scheduled to fully vest on March 3, 2018, the third anniversary of the grant date.
8. The stock options were scheduled to fully vest on August 21, 2018, the third anniversary of the grant date.
9. The stock options granted on December 14, 2016 will vest on the following schedule: 25% vested on the grant date; 1/36th of the remaining 75% will vest on each of the 36 subsequent monthly anniversaries of the grant date.
/s/ Punit Dhillon 12/16/2016
** 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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