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*
EcoR1 Capital, LLC

(Last) (First) (Middle)
409 ILLINOIS STREET

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GENVEC INC [ GNVC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value (1) (2) 03/26/2014 P 14,126 A $2.3145 1,117,669 I (3) By EcoR1 Capital Fund, L.P.
Common Stock, $0.001 par value (1) (2) 03/26/2014 P 9,417 A $2.3145 745,874 I (4) By EcoR1 Capital Fund Qualified, L.P.
Common Stock, $0.001 par value (1) (2) 03/27/2014 P 30,729 A $2.4923 1,148,398 I (3) By EcoR1 Capital Fund, L.P.
Common Stock, $0.001 par value (1) (2) 03/27/2014 P 20,486 A $2.4923 766,360 I (4) By EcoR1 Capital Fund Qualified, L.P.
Common Stock, $0.001 par value (1) (2) 03/28/2014 P 28,509 A $2.7328 1,176,907 I (3) By EcoR1 Capital Fund, L.P.
Common Stock, $0.001 par value (1) (2) 03/28/2014 P 19,006 A $2.7328 785,366 I (4) By EcoR1 Capital Fund Qualified, L.P.
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
EcoR1 Capital, LLC

(Last) (First) (Middle)
409 ILLINOIS STREET

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EcoR1 Capital Fund, L.P.

(Last) (First) (Middle)
409 ILLINOIS STREET

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EcoR1 Capital Fund Qualified, L.P.

(Last) (First) (Middle)
409 ILLINOIS STREET

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NODELMAN OLEG

(Last) (First) (Middle)
409 ILLINOIS STREET

(Street)
SAN FRANCISCO CA 94158

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by EcoR1 Capital, LLC ("EcoR1"), EcoR1 Capital Fund, L.P. ("Capital Fund"), EcoR1 Capital Fund Qualified, L.P. ("Qualified Fund") and Oleg Nodelman (collectively, the "Reporting Persons"). Each Reporting Person is a member of a reporting group that owns in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. As such, each Reporting Person may be deemed to beneficially own more than 10% of the Issuer's outstanding shares of Common Stock.
2. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
3. Shares of Common Stock beneficially owned by Capital Fund. EcoR1, as the general partner of Capital Fund, may be deemed to beneficially own the shares of Common Stock directly owned by Capital Fund. Mr. Nodelman, as the Manager of EcoR1, may be deemed to beneficially own the shares of Common Stock directly owned by Capital Fund.
4. Shares of Common Stock beneficially owned by Qualified Fund. EcoR1, as the general partner of Qualified Fund, may be deemed to beneficially own the shares of Common Stock directly owned by Qualified Fund. Mr. Nodelman, as the Manager of EcoR1, may be deemed to beneficially own the shares of Common Stock directly owned by Qualified Fund.
EcoR1 Capital, LLC; By: /s/ Oleg Nodelman, Manager 03/28/2014
EcoR1 Capital Fund, L.P.; By: EcoR1 Capital, LLC, General Partner; By: /s/ Oleg Nodelman, Manager 03/28/2014
EcoR1 Capital Fund Qualified, L.P.; By: EcoR1 Capital, LLC, General Partner; By: /s/ Oleg Nodelman, Manager 03/28/2014
/s/ Oleg Nodelman 03/28/2014
** 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 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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