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^*

Healey Don

(Last)

(First)

(Middle)

C/O OPEXA THERAPEUTICS, INC.

2635 TECHNOLOGY FOREST BLVD.

(Street)

THE WOODLANDS

77381

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2015

3. Issuer Name and Ticker or Trading Symbol
Opexa Therapeutics, Inc. [ OPXA ]

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

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

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	4,045	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)
Employee Stock Option (right to buy)	⁽¹⁾	04/30/2020	Common Stock	937	$72.04	D
Employee Stock Option (right to buy)	⁽¹⁾	01/04/2021	Common Stock	937	$49.95	D
Employee Stock Option (right to buy)	⁽²⁾	01/06/2022	Common Stock	1,308	$30.4	D
Employee Stock Option (right to buy)	⁽²⁾	01/06/2022	Common Stock	2,617	$30.4	D
Employee Stock Option (right to buy)	⁽¹⁾	01/06/2022	Common Stock	1,199	$30.4	D
Employee Stock Option (right to buy)	⁽¹⁾	04/29/2023	Common Stock	2,500	$14	D
Employee Stock Option (right to buy)	⁽³⁾	02/28/2024	Common Stock	8,078	$14.56	D
Employee Stock Option (right to buy)	⁽³⁾	03/02/2025	Common Stock	7,500	$6.56	D

Explanation of Responses:

1. The option vests quarterly on the anniversary of the date of grant over a period of three years.

2. The performance-based options began vesting quarterly over a three year-period upon achievement of certain key milestone events. On September 12, 2012, the first tranche of one-third of the performance option shares commenced three-year quarterly vesting upon achievement of the first key milestone, which was Opexa Therapeutics, Inc. (the "Company") initiating a clinical trial for its product candidate Tcelna in Secondary Progressive Multiple Sclerosis. On February 5, 2013, the second tranche of two-thirds of the performance option shares commenced three-year quarterly vesting upon achievement of the second key milestone, which was the Company entering into a collaboration, partnership or other strategic arrangement involving rights in the United States for Tcelna.

3. 25% of the shares vest on the one-year anniversary of the grant date, and the remaining 75% vest quarterly over the remaining three years.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Don Healey	11/03/2015
	** 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).
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