Form: 3

Initial statement of beneficial ownership of securities

July 23, 2013

SEC Form 3
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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
MONAHAN JOHN J
(Last) (First) (Middle)
C/O 100 EUROPA DRIVE
(Street)
CHAPEL HILL NC 27517
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2013 		3. Issuer Name and Ticker or Trading Symbol
HEAT BIOLOGICS, INC. [ HTBX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 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 0(1) D
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options 09/02/2010 09/01/2020 Common Stock 7,392(2) 0.48 D
Options 04/12/2011 04/11/2021 Common Stock 21,740(3) 0.64 D
Options 04/29/2013 04/29/2023 Common Stock 5,435(4) 8.81 D
Series B Preferred Stock (5) (5) Common Stock 1,160(5) (5) D
Explanation of Responses:
1. 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.
2. Fully Vested.
3. This option is currently vested and exercisable as to 12,229 shares. 1,359 shares vest and become exercisable at the end of each quarter with the last options vesting on March 31, 2015.
4. No options are currently vested and exercisable shares. 226 shares shall vest and become exercisable ratably over two years with the last options vesting on July 29, 2015.
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.
/s/ John Monahan 07/23/2013
** 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 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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