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*
ROTH MICHAEL

(Last) (First) (Middle)
C/O STARK INVESTMENTS
3600 SOUTH LAKE DRIVE

(Street)
ST. FRANCIS WI 53235

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Opexa Therapeutics, Inc. [ OPXA ]
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)
09/19/2008
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, $0.50 par value per share 09/19/2008 S 184,376 D $0.2129 805,174 I By SF Capital Partners Ltd.(1)
Common Stock, $0.50 par value per share 09/19/2008 S 195,000 D $0.2064 610,174 I By SF Capital Partners Ltd.(1)
Common Stock, $0.50 par value per share 09/22/2008 S 250,000 D $0.2559 360,174 I By SF Capital Partners Ltd.(1)
Common Stock, $0.50 par value per share 09/22/2008 S 500 D $0.25 359,674 I By SF Capital Partners Ltd.(1)
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*
ROTH MICHAEL

(Last) (First) (Middle)
C/O STARK INVESTMENTS
3600 SOUTH LAKE DRIVE

(Street)
ST. FRANCIS WI 53235

(City) (State) (Zip)
1. Name and Address of Reporting Person*
STARK BRIAN JAY

(Last) (First) (Middle)
C/O STARK INVESTMENTS
3600 SOUTH LAKE DRIVE

(Street)
ST. FRANCIS WI 53235

(City) (State) (Zip)
Explanation of Responses:
1. The shares of Common Stock are held directly by SF Capital Partners Ltd. ("SF Capital"). The Reporting Persons direct the management of Stark Offshore Management LLC ("Stark Offshore"), which acts as investment manager and has sole power to direct the management of SF Capital. As the Managing Members of Stark Offshore, the Reporting Persons possess voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be the beneficial owners of, but hereby disclaim such beneficial ownership of, the foregoing shares.
Remarks:
/s/ Michael A. Roth 09/23/2008
/s/ Brian Jay Stark 09/23/2008
** 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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