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^*

Bender James G.

(Last)

(First)

(Middle)

21900 BURBANK BOULEVARD, 3RD FLOOR

(Street)

WOODLAND HILLS

91367

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2012

3. Issuer Name and Ticker or Trading Symbol
ImmunoCellular Therapeutics, Ltd. [ IMUC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Product Development & Mfg.

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	14,679	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)	⁽¹⁾	08/31/2016	Common Stock	20,000	$0.95	D
Stock Option (right to buy)	⁽²⁾	01/31/2017	Common Stock	125,000	$0.9	D
Stock Option (right to buy)	⁽³⁾	01/31/2018	Common Stock	120,000	$2.25	D

Explanation of Responses:

1. The option vested in equal monthly installments of 3,000 shares monthly for five months following September 1, 2009, and as to 5,000 shares pursuant to achievement of a certain milestone.

2. The option vested as to 75,000 shares in equal monthly installments for one year following February 1, 2010, and as to 50,000 shares pursuant to achievement of certain milestones.

3. The option vests in three equal annual installments of 20,000 shares each following February 1, 2011, and will vest as to 20,000 shares each upon achieving three certain milestones.

	/s/ James G. Bender	05/25/2012
	** 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).
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.