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^*

Raffin Thomas A.

(Last)

(First)

(Middle)

C/O NEWLINK GENETICS CORP.

2503 SOUTH LOOP DR., SUITE 5100

(Street)

AIMES

50010

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2011

3. Issuer Name and Ticker or Trading Symbol
NEWLINK GENETICS CORP [ NLNK ]

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

X	Director	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)
Common Stock	47,619	D

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)
Stock Option (right to buy)	12/07/2002⁽¹⁾	12/06/2011	Common Stock	35,714	$0.53	D
Stock Option (right to buy)	01/01/2008⁽¹⁾	08/05/2018	Common Stock	7,142	$2.1	D
Stock Option (right to buy)	01/04/2010⁽²⁾	12/03/2019	Common Stock	3,205	$1.95	D
Stock Option (right to buy)	01/04/2009⁽¹⁾	12/03/2019	Common Stock	3,205	$1.95	D
Stock Option (right to buy)	03/03/2011⁽³⁾	03/02/2020	Common Stock	26,190	$3.07	D
Stock Option (right to buy)	12/09/2011⁽³⁾	12/08/2020	Common Stock	7,142	$10.02	D
Stock Option (right to buy)	01/01/2012⁽³⁾	12/08/2020	Common Stock	17,857	$10.02	D
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,732	⁽⁴⁾	D

Explanation of Responses:

1. Grant to the Reporting Person of a stock option under the Issuer's 2009 Equity Incentive Plan (the "Plan"). The option is fully vested.

2. Grant to the Reporting Person of a stock option under the Plan. The option vests in equal monthly installments over a 24 month period, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

3. Grant to the Reporting Person of a stock option under the Plan. The option vests over a two-year period, with 50% of such option vesting on the one-year anniversary of the vesting commencement date and the remaining 50% of such option vesting in equal monthly installments over the next 12 months, provided that at the relevant vesting dates the Reporting Person's continuous service to the Issuer has not been terminated as defined in or as determined under the Plan. The option expires ten years after the date of grant.

4. Every one share of Series E Preferred Stock will automatically convert at a price equal to (1) the product of (A) the price at which the shares of common stock are sold to the public in Issuer's initial public offering and (B) 0.85 (as adjusted to reflect any adjustments to the Series E conversion price occurring prior to any such adjustment occurring in connection with the Issuer's initial public offering if it closes on or before December 31, 2011, or (2) $6.25 per common share under any other conversion scenario.

	/s/ Thomas A. Raffin	11/09/2011
	** 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.
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