Edgar Filing: BELLICUM PHARMACEUTICALS, INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BROWN JAMES F

2. Issuer Name and Ticker or Trading Symbol
BELLICUM PHARMACEUTICALS, INC [BLCM]

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

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

(Last)

(First)

(Middle)

C/O BELLICUM PHARMACEUTICALS, INC., 2130 W. HOLCOMBE BLVD., STE. 800

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2014

(Street)

HOUSTON, TX 77030

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	12/23/2014		C		679,650 ⁽¹⁾ ⁽²⁾	A	⁽³⁾	679,650 ⁽¹⁾	I	By AVG Ventures, LP
Common Stock	12/23/2014		C		202,372 ⁽¹⁾ ⁽²⁾	A	⁽⁴⁾	882,022 ⁽¹⁾	I	By AVG Ventures, LP
Common Stock	12/23/2014		J⁽⁵⁾		23,300 ⁽¹⁾	A	$ 0	905,322 ⁽¹⁾	I	By AVG Ventures, LP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series B Convertible Preferred Stock

⁽³⁾

12/23/2014

1,155,405 ⁽¹⁾ ⁽²⁾

⁽³⁾

Common Stock

679,650 ⁽¹⁾ ⁽²⁾

$ 0

By AVG Ventures, LP

Series C Convertible Preferred Stock

⁽⁴⁾

12/23/2014

344,033 ⁽¹⁾ ⁽²⁾

⁽⁴⁾

Common Stock

202,372 ⁽¹⁾ ⁽²⁾

$ 0

By AVG Ventures, LP

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROWN JAMES F C/O BELLICUM PHARMACEUTICALS, INC. 2130 W. HOLCOMBE BLVD., STE. 800 HOUSTON, TX 77030	X

Signatures

/s/ James F. Brown		12/23/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The Reporting Person is the manager of AVG Ventures GP, LLC, which is general partner of AVG Ventures, LP, which owns the reported securities. The Reporting Person shares voting and investment power with respect to shares held by AVG Ventures, LP. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(2)	Reflects 1.7-for-1 reverse stock split which became effective on December 5, 2014.
(3)	The Series B Convertible Preferred Stock converted into the Issuer's common stock on a 1.7-for-1 basis and had no expiration date.
(4)	The Series C Convertible Preferred Stock converted into the Issuer's common stock on a 1.7-for-1 basis and had no expiration date.
(5)	On December 4, 2014, the Board of Directors of the Issuer declared a dividend payable to all holders of records of the Series B Convertible Participating Preferred Stock of the Issuer on December 16, 2014, payable in the form of cash or in shares of Common Stock of the Issuer, at the option of each holder. The dividends occurred in connection with the closing of the Issuer's public offering. The Reporting Person elected to receive the shares of Common Stock.

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