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^*

Humeau Laurent

(Last)

(First)

(Middle)

C/O INOVIO PHARMACEUTICALS, INC.

6769 MESA RIDGE RD.

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INOVIO PHARMACEUTICALS, INC. [ INO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2023

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	02/26/2023		M		22,544	A	⁽¹⁾	157,228	D
Common Stock	02/26/2023		F⁽²⁾		9,069	D	$1.28	148,159	D
Common Stock	02/26/2023		M		46,267	A	⁽³⁾	194,426	D
Common Stock	02/26/2023		F⁽⁴⁾		18,868	D	$1.28	175,558	D

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)
Restricted Stock Unit	⁽¹⁾	02/26/2023		M			22,544	⁽¹⁾	⁽¹⁾	Common Stock	22,544	$0	22,544	D
Restricted Stock Unit	⁽³⁾	02/26/2023		M			46,267	⁽³⁾	⁽³⁾	Common Stock	46,267	$0	92,533	D
Common Stock Option	$1.24	02/27/2023		A		225,000		02/27/2023⁽⁵⁾	02/27/2033	Common Stock	225,000	$0	225,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of common stock. On February 26, 2021, the reporting person was granted 67,633 restricted stock units, vesting as follows: 22,545 shares vested on February 26, 2022; 22,544 shares vested on February 26, 2023; and 22,544 shares will vest on February 26, 2024. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both.

2. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in footnote (1) herein.

3. Each restricted stock unit represents a contingent right to receive one share of common stock. On February 26, 2022, the reporting person was granted 138,800 restricted stock units, vesting as follows: 46,267 shares vested on February 26, 2023; 46,267 shares will vest on February 26, 2024; and 46,266 shares will vest on February 26, 2025. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both.

4. The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in footnote (3) herein.

5. The vesting schedule for the 225,000 options is as follows: 56,250 shares vested on February 27, 2023; 56,250 shares will vest on February 26, 2024; 56,250 shares will vest on February 26, 2025; and 56,250 shares will vest on February 26, 2026.

Remarks:

	/s/ Laurent Humeau	02/28/2023
	** 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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