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* Zoth Lota S. (Last) (First) (Middle) C/O NEWLINK GENETICS CORP 2503 SOUTH LOOP DR. SUITE 5100 (Street) AMES IA 50010 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/02/2012	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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	11/02/2013 (1)	11/01/2022	Common Stock	11,904	13.3	D
Stock Option (right to buy)	11/02/2013 (2)	11/01/2022	Common Stock	10,713	13.3	D

Explanation of Responses:

1. Automatic grant to the Reporting Person of a nonstatutory stock option under the Issuer's 2010 Non-Employee Directors' Stock Award Plan (the "Plan"). The option vests over a three-year period, with 33.3% of the option vesting on November 2, 2013 and the remaining 66.6% of the option vesting in equal monthly installments over the next twenty-four 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.

2. Automatic grant to the Reporting Person of a nonstatutory stock option under the Plan. The option vests over a two-year period, with 50% of the option vesting on November 2, 2013 and the remaining 50% of such option vesting in equal monthly installments over the next 12 months, provided (i) that the option shall vest in full on the date of the Annual Meeting held two years after the date of grant and (ii) 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.

	/s/ Gordon Link, by power of Attorney	11/06/2012
	** 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).
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