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^*

Underdown Brian J.

(Last)

(First)

(Middle)

C/O LUMIRA CAPITAL INVESTMENT MANAGEMENT

INC. 141 ADELAIDE STREET WEST, SUITE 770

(Street)

TORONTO

M5H 3L5

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ARGOS THERAPEUTICS INC [ ARGS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2014

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	02/12/2014		C		13,131	A	⁽¹⁾	13,131	I	See footnote⁽⁵⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Common Stock	02/12/2014		C		43,185	A	⁽²⁾	56,316	I	See footnotes⁽⁶⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Common Stock	02/12/2014		C		582,769	A	⁽³⁾	639,085	I	See footnotes⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Common Stock	02/12/2014		C		569,990	A	⁽⁴⁾	1,209,075	I	See footnotes⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Common Stock	02/12/2014		P		40,497	A	$8	1,249,572	I	See footnotes⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

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)
Series B Preferred Stock	⁽¹⁾	02/12/2014		C			13,131	⁽¹⁾	⁽¹⁾	Common Stock	13,131	$0.00	0	I	See footnotes⁽⁵⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Series C Preferred Stock	⁽²⁾	02/12/2014		C			43,185	⁽²⁾	⁽²⁾	Common Stock	43,185	$0.00	0	I	See footnotes⁽⁶⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Series D Preferred Stock	⁽³⁾	02/12/2014		C			582,769	⁽³⁾	⁽³⁾	Common Stock	582,769	$0.00	0	I	See footnotes⁽⁷⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾
Series E Preferred Stock	⁽⁴⁾	02/12/2014		C			569,990	⁽⁴⁾	⁽⁴⁾	Common Stock	569,990	$0.00	0	I	See footnotes⁽⁸⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾

Explanation of Responses:

1. Each share of Series B Preferred Stock converted into 0.013 shares of common stock upon the closing of the Issuer's initial public offering of common stock for no additional consideration. The Series B Preferred Stock has no expiration date.

2. Each share of Series C Preferred Stock converted into 0.0074 shares of common stock upon the closing of the Issuer's initial public offering of common stock for no additional consideration. The Series C Preferred Stock has no expiration date.

3. Each share of Series D Preferred Stock converted into 0.1667 shares of common stock upon the closing of the Issuer's initial public offering of common stock for no additional consideration. The Series D Preferred Stock has no expiration date.

4. Each share of Series E Preferred Stock converted into 0.1667 shares of common stock upon the closing of the Issuer's initial public offering of common stock for no additional consideration. The Series E Preferred Stock has no expiration date.

5. Represents shares held of record by LCC Legacy Holdings Inc.

6. Consists of (i) 31,939 shares held by Lumira Capital I Limited Partnership and (ii) 11,246 shares held by Lumira Capital I Quebec Limited Partnership.

7. Consists of (i) 60,973 shares held by LCC Legacy Holdings Inc.; (ii) 385,808 shares held by Lumira Capital I Limited Partnership; and (iii) 135,988 shares held by Lumira Capital I Quebec Limited Partnership.

8. Consists of (i) 60,980 shares held by LCC Legacy Holdings Inc.; (ii) 376,392 shares held by Lumira Capital I Limited Partnership; and (iii) 132,618 shares held by Lumira Capital I Quebec Limited Partnership.

9. Consists of (i) 4,149 shares purchased by LCC Legacy Holdings Inc.; (ii) 26,877 shares purchased by Lumira Capital I Limited Partnership; and (iii) 9,471 shares purchased by Lumira Capital I Quebec Limited Partnership.

10. Lumira Capital I Limited Partnership, or CI, and Lumira Capital I Quebec Limited Partnership, or CQ, are investment funds, or Lumira Funds, LCC Legacy Holdings Inc., or LCC, and its wholly-owned subsidiaries provide investment management services to the Lumira Funds. In the case of CQ: Lumira Capital I (QGP) Inc., which is the general partner of CQ and a wholly-owned subsidiary of LCC, has voting and investment power over the shares held by CQ. Such investment and voting power is exercised, based on the recommendations of the investment committee of Lumira Capital Investment Management Inc., whose members currently consist of Gerald Brunk, Daniel Hetu, Benjamin Rovinkski, Peter van der Velden and the Reporting Person, and by the board of directors of Lumira Capital I (QGP) Inc., being: Vasco Larcina; Peter van der Velden.

11. (Continued from Footnote 10) None of the foregoing persons has individual voting or investment power with respect to such shares and each, including the Reporting Person, disclaims beneficial ownership of such shares except to the extent of such person's pecuniary interest therein. In the case of CI: LCC, acting as the Manager, has voting and investment power over the securities held by CI, which is exercised by the investment committee of Lumira Capital Investment Management Inc. (members listed above). In the case of LCC: voting and investment power over the securities held by LCC is exercised by the LCC board of directors (members listed below). The LCC board of directors is currently composed of the following persons, none of whom has individual voting or investment power with respect to the shares held by Funds or LCC, and each of whom disclaims beneficial ownership of such shares except to the extent of such person's interest therein:

12. (Continued from Footnote 11) Peter van der Velden, Glen Ibbott, James Oborne and R. Anthony Pullen. The Reporting Person is a Managing Director of Lumira Capital Investment Management Inc. and a member of its investment committee. The Reporting Person disclaims beneficial ownership of all of the shares held by Lumira Funds and LCC except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Brian J. Underdown	02/12/2014
	** 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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