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*
Smith Edward B III
(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)
Form filed by One Reporting Person
X 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)
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 11/22/2010 11/21/2020 Common Stock 5,218(1) 0.48 D
Options 04/12/2011 04/11/2021 Common Stock 16,305(2) 0.64 D
Options 04/29/2013 04/28/2023 Common Stock 5,435(3) 8.81 D
Series A Preferred Stock (4) (4) Common Stock 697,303 (4) D
1. Name and Address of Reporting Person*
Smith Edward B III
(Last) (First) (Middle)
C/O 100 EUROPA DRIVE
(Street)
CHAPEL HILL NC 27517
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Brightline Ventures III, LLC
(Last) (First) (Middle)
C/O 100 EUROPA DRIVE
(Street)
CHAPEL HILL NC 27517
(City) (State) (Zip)
Explanation of Responses:
1. Fully Vested.
2. 1/16th vest on the last day of each calendar quarter following the Vesting Commencement Date, s.t. remaining on the Board of Directors. Acceleration upon Change of Control. 9,172 shares are currently vested and exercisable. 1,019 shares will vest at the end of each quarter with the last options vesting on March 31, 2015.
3. 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.
4. The Series A Preferred Stock automatically converts into shares of common stock upon the consummation of an initial public offering resulting in at least $15 million of net proceeds.
/s/ Edward B. Smith 07/23/2013
/s/ Brightline Ventures, LLC by Edward B. Smith 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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