Edgar Filing: ONCOSEC MEDICAL Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SLANSKY RICHARD B

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

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CFO

(Last)

(First)

(Middle)

5820 NANCY RIDGE DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016

(Street)

SAN DIEGO,, CA 92121

4. If Amendment, Date 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

(City)

(State)

(Zip)

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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-qualified Stock Option (right to buy) ⁽¹⁾

$ 6.12

12/14/2016

150,000

⁽²⁾

07/06/2025

Common Stock

150,000

⁽³⁾

Employee Stock Option (right to buy) ⁽⁴⁾

$ 5.76

12/14/2016

75,000

⁽⁵⁾

08/21/2025

Common Stock

75,000

⁽³⁾

Employee Stock Option (right to buy) ⁽⁴⁾

$ 1.29

12/14/2016

112,500

⁽⁶⁾

12/14/2026

Common Stock

112,500

⁽³⁾

112,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SLANSKY RICHARD B 5820 NANCY RIDGE DRIVE SAN DIEGO,, CA 92121			CFO

Signatures

/s/ Richard B. Slansky		12/16/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	These stock options were granted as Non-qualified stock options.
(2)	These stock options are scheduled to fully vest on July 6, 2018, 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 150000 shares (previously granted on July 6, 2015) and 75000 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 112500 shares of common stock with an exercise price of $1.29 per share.
(4)	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.
(5)	These stock options are scheduled to fully vest on August 21, 2018, the third anniversary of the grant date.
(6)	The stock options granted on December 14, 2016 will vest on the following schedule: 25% on grant date; 1/36th of the remaining 75% vesting on each of the 36 subsequent monthly anniversaries of the grant date.

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