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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

MITCHELL DANIEL J

(Last)

(First)

(Middle)

C/O SEQUEL LIMITED PARTNERSHIP III

4430 ARAPAHOE AVENUE, SUITE 220

(Street)

BOULDER

80303

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2014

3. Issuer Name and Ticker or Trading Symbol
GLOBEIMMUNE INC [ GBIM ]

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)

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 A Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	36,557	⁽¹⁾	I	By Sequel Entrepreneurs Fund III, LP⁽⁴⁾
Series A Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	1,315,441	⁽¹⁾	I	By Sequel Limited Partnership III⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	84,879	⁽¹⁾	I	By Sequel Entrepreneurs Fund III, LP⁽⁴⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	3,054,134	⁽¹⁾	I	By Sequel Limited Partnership III⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	75,318	⁽¹⁾	I	By Sequel Entrepreneurs Fund III, LP⁽⁴⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	2,710,122	⁽¹⁾	I	By Sequel Limited Partnership III⁽⁴⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	21,905	⁽¹⁾	I	By Sequel Entrepreneurs Fund III, LP⁽⁴⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽²⁾	Common Stock	788,205	⁽¹⁾	I	By Sequel Limited Partnership III⁽⁴⁾
Warrant to Purchase Series B Preferred Stock (right to buy)	⁽³⁾	06/30/2015	Common Stock	2,334⁽³⁾	$1.338⁽³⁾	I	By Sequel Entrepreneurs Fund III, LP⁽⁴⁾
Warrant to Purchase Series B Preferred Stock (right to buy)	⁽³⁾	06/30/2015	Common Stock	83,988⁽³⁾	$1.338⁽³⁾	I	By Sequel Limited Partnership III⁽⁴⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	⁽³⁾	05/14/2019	Common Stock	1,860⁽³⁾	$1.445⁽³⁾	I	By Sequel Entrepreneurs Fund III, LP⁽⁴⁾
Warrant to Purchase Series C Preferred Stock (right to buy)	⁽³⁾	05/14/2019	Common Stock	66,955⁽³⁾	$1.445⁽³⁾	I	By Sequel Limited Partnership III⁽⁴⁾

Explanation of Responses:

1. Every one share of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series E Convertible Stock (collectively, the "Convertible Preferred Stock") will automatically convert on a 1-for- 31.39 basis into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering. The number of underlying shares of common stock reported in column 3 does not reflect such conversion.

2. The Convertible Preferred Stock of the Issuer has no expiration and is convertible at any time at the option of the holder.

3. Each one share of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock will automatically convert on a 1-for-31.39 share basis into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering. The number of shares and price per share reported herein does not reflect such conversion. The Warrant is immediately exercisable at any time at the option of the holder.

4. The general partner of the Sequel Entrepreneurs Fund III, L.P. and Sequel Limited Partnership III (collectively, the "Sequel Funds") is Sequel Venture Partners III, L.L.C. ("SVP III"). SVP III may be deemed to indirectly beneficially own the shares owned by the Sequel Funds. The Reporting Person is a manager of SVP III and may be deemed to be the indirect beneficial owner of the shares owned by the Sequel Funds. The Reporting Person disclaims beneficial ownership of the shares held by the Sequel Funds, except to the extent of his pecuniary interest arising therein.

Remarks:

Attachment: Exhibit 24 - Power of Attorney

	/s/ Dan J. Mitchell	07/01/2014
	** 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.