SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

BONIUK MILTON

(Last)

(First)

(Middle)

C/O NANOVIRICIDES, INC.

1 CONTROLS DRIVE

(Street)

SHELTON

06484

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NANOVIRICIDES, INC. [ NNVC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2017

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	02/01/2017		J⁽¹⁾		605,474	D	$0.00	0⁽²⁾	I	Held by Boniuk Charitable Foundation

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Unsecured 8% Coupon Series B Convertible Debentures	$3.5	02/01/2017		J⁽¹⁾			1	02/01/2013	01/31/2017⁽³⁾	Common Stock, par value $0.001	571,428⁽⁴⁾	$0.00	0⁽²⁾	I	Held by Boniuk Charitable Foundation

Explanation of Responses:

1. Effective February 1, 2017, the Reporting Person no longer holds voting and dipositive control over the shares of common stock owned by Boniuk Charitable Foundation (the "Foundation") reported in this Form 4. This Form 4 solely reflects the relinquishment of that control by the Reporting Person. The Foundation is a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code. No part of the Foundation's net income may inure to the benefit of the Reporting Person or any other private person, and the assets of the Foundation may not revert to private ownership if the Foundation is dissolved. Accordingly, the Reporting Person does not and did not have a pecuniary interest in the shares held by the Foundation and such shares no longer will be reported as beneficially owned by the Reporting Person for purposes of Section 16(a).

2. Does not include: (a) 1,240,063 shares of Common Stock and warrants to purchase an additional 571,428 shares of Common Stock held by the Reporting Person and his wife; (b) 309,844 shares of Common Stock, 952,381 shares of Common Stock issuable upon conversion of a 10% Coupon Series C Convertible Debenture, or 187,000 shares of Series A Preferred Stock held by Milton Boniuk IRA, convertible into 654,500 shares of common stock, which are not readily convertible; or (c) 976,902 shares of Common Stock , warrants to purchase an additional 285,714 shares of Common Stock, or an indeterminate number of shares of Common Stock issuable upon conversion of debentures held by Boniuk Interests, Ltd.; Dr. Boniuk holds voting and dispositive power over Boniuk Interests Ltd. and the Milton Boniuk IRA.

3. Reflects the maturity date of debenture.

4. Based upon the conversion price of $3.50.

	/s/ Milton Boniuk	02/03/2017
	** 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 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).
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