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^*

Kazado Daniel

(Last)

(First)

(Middle)

C/O IMMUNE PHARMACEUTICALS INC.

777 OLD SAW MILL RIVER RD.

(Street)

TARRYTOWN

10591

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IMMUNE PHARMACEUTICALS INC [ IMNP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2014

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)

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 C 8% Convertible Preferred Stock	$3.4⁽¹⁾	03/10/2014		P		40		⁽²⁾	⁽³⁾	Common Stock	11,765	⁽⁴⁾	40	D
Common Stock Purchase Warrant (right to buy)	$4.25⁽⁵⁾	03/10/2014		P		5,882.5		⁽²⁾	⁽⁶⁾	Common Stock	5,882.5	⁽⁴⁾	5,882.5	D
Common Stock Purchase Warrant (right to buy	$5.1⁽⁷⁾	03/10/2014		P		5,882.5		⁽²⁾	⁽⁶⁾	Common Stock	5,882.5	⁽⁴⁾	5,882.5	D

Explanation of Responses:

1. The Series C 8% Convertible Preferred Stock is initially convertible into common stock at a conversion price of $3.40 per share. The initial conversion price is subject to downward adjustment to (a) 85% of the public offering price of the common stock upon the pricing of a public equity offering by the Issuer of at least $10,000,000; (b) 85% of the 5 VWAPS immediately following the effective date of the resale registration statement to be filed by the Issuer in respect of the shares of common stock underlying the Series C 8% Convertible Preferred Stock; and, (c) unless the Issuer has completed a public equity offering of at least $10 million or certain trading volume and price thresholds have been satisfied, 85% of the average of the 20 closing prices of the common stock, as quoted on the principal trading market for the common stock, immediately prior to each six month anniversary of the issue date of the Series C 8% Convertible Preferred Stock.

2. The securities listed will be convertible or exercisable, as applicable, upon issuance. The securities will be issued upon the closing of the sale of the Units, which is expected to occur no later than March 14, 2014.

3. The Series C 8% Convertible Preferred Stock does not have an expiration date. Subject to the satisfaction of certain conditions, the Series C 8% Convertible Preferred Stock will automatically convert into common stock at the then effective conversion price upon the closing of a public equity offering by the Issuer of at least $10 million.

4. The reported securities are included within 40 Units purchased by the reporting person for $1,000 per Unit. Each Unit consists of (a) one share of Series C 8% Convertible Preferred Stock; (b) one warrant to purchase up to a number of shares of common stock equal to 50% of the number of shares of common stock issuable upon conversion of one share of Series C 8% Preferred Stock, at an initial exercise price of $4.25 per share; and (c) one warrant to purchase up to a number of shares of common stock equal to 50% of the number of shares of common stock issuable upon conversion of one share of Series C 8% Preferred Stock, at an initial exercise price of $5.10 per share.

5. Upon an adjustment to the conversion price of the Series C 8% Convertible Preferred Stock as described in footnote 1, the exercise price of the warrant will adjust to 125% of the adjusted conversion price.

6. The warrant will expire on the 5 year anniversary of the closing of the sale of the Units, which is expected to occur no later than March 14, 2014.

7. Upon an adjustment to the conversion price of the Series C 8% Convertible Preferred Stock as described in footnote 1, the exercise price of the warrant will adjust to 150% of the adjusted conversion price.

	/s/ Robert Cook, attorney in fact	03/12/2014
	** 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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