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^*

PEHL MICHAEL F.

(Last)

(First)

(Middle)

C/O IMMUNOMEDICS, INC

300 THE AMERICAN ROAD

(Street)

MORRIS PLAINS

07950

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMMUNOMEDICS INC [ IMMU ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2017

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 Options (right to buy)	$11.86	12/07/2017		A		750,000		⁽¹⁾	12/07/2024	Common Stock, par value $0.01 per share	750,000	$0.0	750,000	D
Stock Options (right to buy)	$11.86	12/07/2017		A		1,500,000		⁽²⁾⁽³⁾	12/07/2024	Common Stock, par value $0.01 per share	1,500,000	$0.0	1,500,000	D

Explanation of Responses:

1. The reporting person was granted stock options pursuant to the Company's 2014 Long-Term Incentive Plan. The stock options vest 25% on the first anniversary of the date of grant and 2.08333% on a monthly basis thereafter.

2. The reporting person was granted performance-based vesting stock options pursuant to the Company's 2014 Long-Term Incentive Plan. The stock options will vest (i) as to 750,000 shares (a) 25% on the first anniversary of the date of grant and 2.08333% on a monthly basis thereafter through the fourth anniversary of the date of grant (each date a "Vesting Date") and (b) subject to Immunomedics, Inc. common stock achieving a fair market value of $23.72 or higher based on the average closing price for the prior 15 consecutive trading days on such Vesting Date; and (ii) as to 750,000 shares (a) 25% on the first anniversary of the date of grant and 2.08333% on a monthly basis thereafter through the fourth anniversary of the date of grant and (b) subject to Immunomedics, Inc. common stock achieving a fair market value of $35.58 or higher based on the average closing price for the prior 15 consecutive trading days on such Vesting Date.

3. To the extent, the performance-based vesting criteria of the stock options is not attained on an applicable Vesting Date, to the extent such performance-based vesting criteria is subsequently attained the tranche of stock options may vest on the date such criteria is met.

	/s/ Michael F. Pehl	12/11/2017
	** 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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