SEC FORM 3

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^*

WILLIAMS GWYNN

(Last)

(First)

(Middle)

BALLCARRICK, POOILVASSISH ROAD

(Street)

CASTLETOWN

IM9 4PJ

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2014

3. Issuer Name and Ticker or Trading Symbol
AmpliPhi Biosciences Corp [ APHB ]

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

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

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)

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series B Convertible Preferred Stock	06/26/2013	⁽¹⁾	Common Stock	32,250,610	⁽²⁾	I	By Pendinas Limited⁽³⁾
Warrant (right to buy)	02/04/2013	02/04/2018	Common Stock	4,351,816	$0.14	I	By Pendinas Limited⁽³⁾
Warrant (right to buy)	03/12/2013	03/04/2018	Common Stock	892,857	$0.14	I	By Pendinas Limited⁽³⁾
Warrant (right to buy)	04/12/2013	04/12/2018	Common Stock	892,857	$0.14	I	By Pendinas Limited⁽³⁾
Warrant (right to buy)	05/13/2013	05/13/2018	Common Stock	892,857	$0.14	I	By Pendinas Limited⁽³⁾

Explanation of Responses:

1. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date.

2. Pursuant to its terms, each share of Series B Convertible Preferred Stock is convertible into ten (10) shares of Common Stock.

3. Gwynn Williams controls Pendinas Limited. Shares held by this entity may be deemed to be indirectly beneficially owned (as defined under Rule 13d-3 promulgated under the Securities Act of 1934, as amended) by Mr. Williams. Mr. Williams disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein.

	/s/ Gwynn Williams	02/18/2014
	** 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.