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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Units | (1) | 01/02/2019 | A | 1,865.27 (2) | (3) | (3) | Common Stock | 1,865.27 | $ 3.35 | 177,682.69 | D | ||||
| Stock Units | (1) | 01/02/2019 | A | 746.29 (4) | (3) | (3) | Common Stock | 746.29 | $ 3.35 | 178,428.98 | D | ||||
| Stock Units | (1) | 01/02/2019 | A | 223.88 (5) | (3) | (3) | Common Stock | 223.88 | $ 3.35 | 178,652.86 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| WILLIAMSON JOHN B III C/O LUNA INNOVATIONS INCORPORATED 301 1ST STREET SW, SUITE 200 ROANOKE, VA 24011 |
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| /s/ Scott A. Graeff, Attorney-In-Fact | 01/04/2019 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Stock units are convertible into issuer's common stock on a 1-for-1 basis. |
| (2) | This grant was made pursuant to the issuer's non-employee director compensation policy, as compensation for Mr. Williamson's service as a member of the board of directors for the period from January 1, 2019 to March 31, 2019. The number of restricted stock units is equal to $6,250.00 divided by $3.35, the closing price of the issuer's common stock on the Nasdaq Capital Market on January 2, 2019, the first trading day of the quarter. The Reporting Person elected to receive fees in stock units. |
| (3) | The stock units become issuable in common stock of the issuer at the election of the Reporting Person upon the earliest to occur of the Reporting Person's termination of service, a change in control of the issuer, an unforeseeable emergency, or a fixed date selected by the Reporting Person. The units have no expiration date. |
| (4) | This grant was made pursuant to the issuer's non-employee director compensation policy, as compensation for Mr. Williamson's service as chairman of the audit committee of the board of directors for the period from January 1, 2019 to March 31, 2019. The number of restricted stock units is equal to $2,500 divided by $3.35, the closing price of issuer's common stock on Nasdaq Capital Market on January 2, 2019, the first trading day of the quarter. The Reporting Person elected to receive chairman fees in stock units. |
| (5) | This grant was made pursuant to issuer's non-employee director compensation policy, as compensation for Mr. Williamson's service on the nominating and governance committee of the board of directors for the period from January 1, 2019 to March 31, 2019. The number of restricted stock units is equal to $750.00 divided by $3.35, the closing price of issuer's common stock on the Nasdaq Capital Market on January 2, 2019, the first trading day of the quarter. The Reporting Person elected to receive fees in stock units. |