Edgar Filing: HEAT BIOLOGICS, INC.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Wolf Jeffrey Alan

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2013

3. Issuer Name and Ticker or Trading Symbol
HEAT BIOLOGICS, INC. [HTBX]

(Last)

(First)

(Middle)

C/O 100 EUROPA DRIVE

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

CHAPEL HILL,Â NCÂ 27517

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	695,653 ⁽¹⁾ ⁽²⁾	I	By Orion Holdings V, LLC ⁽³⁾
Common Stock	536,862 ⁽¹⁾ ⁽²⁾	I	By Seed-One Holdings VI, LLC ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Options	12/18/2009	12/17/2019	Common Stock	10,965 ⁽⁴⁾	$ 2.3	D	Â
Options	12/18/2009	12/17/2019	Common Stock	108,696 ⁽⁴⁾	$ 0.71	D	Â
Series B Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	1,160 ⁽⁵⁾	$ ⁽⁵⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Wolf Jeffrey Alan C/O 100 EUROPA DRIVE CHAPEL HILL,Â NCÂ 27517	Â X	Â X	Â Chief Executive Officer	Â
Orion Holdings V, LLC C/O 100 EUROPA DRIVE CHAPEL HILL,Â NCÂ 27517	Â	Â X	Â	Â
Seed-One Holdings VI, LLC C/O 100 EUROPA DRIVE CHAPEL HILL,Â NCÂ 27517	Â	Â X	Â	Â

Signatures

/s/ Jeffrey Wolf		07/23/2013
^**Signature of Reporting Person		Date
/s/ Jeffrey Wolf, Managing Member Orion Holdings V, LLC		07/23/2013
^**Signature of Reporting Person		Date
/s/ Jeffrey Wolf, Managing Member of Seed-One Holdings V, LLC		07/23/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Does not include 86,957 shares of common stock beneficially owned by Mr. Wolf's children's trust which Mr. Wolf is not the trustee of. Mr. Wolf disclaims beneficial ownership of these shares except to the extent of any pecuniary interest (as defined in Rule 16a - 1(a)(2) promulgated under the Exchange Act) that he may have in such entities.
(2)	Does not include shares of common stock that will be issued upon consummation of the Company's initial public offering resulting in net proceeds of at least $15 million in lieu of Series B-2 Preferred Stock that was committed to be purchased upon receipt of certain grant funding and the shares underlying warrants to be issued at such time.
(3)	Mr. Wolf serves as the managing member. Mr. Wolf is deemed to beneficially own the shares held by such entities as in his role as the managing member he has the control over the voting and disposition of any shares held by these entities.
(4)	Fully Vested.
(5)	The Series B Preferred Stock automatically converts into shares of common stock to be issued upon consummation of the Company's initial public offering resulting in net proceeds of at least $15 million.

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