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*
Wolf Jeffrey Alan
(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 X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
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)
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)
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 12/18/2009 12/17/2019 Common Stock 10,965(4) 2.3 D
Options 12/18/2009 12/17/2019 Common Stock 108,696(4) 0.71 D
Series B Preferred Stock (5) (5) Common Stock 1,160(5) (5) D
1. Name and Address of Reporting Person*
Wolf Jeffrey Alan
(Last) (First) (Middle)
C/O 100 EUROPA DRIVE
(Street)
CHAPEL HILL NC 27517
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Orion Holdings V, LLC
(Last) (First) (Middle)
C/O 100 EUROPA DRIVE
(Street)
CHAPEL HILL NC 27517
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Seed-One Holdings VI, LLC
(Last) (First) (Middle)
C/O 100 EUROPA DRIVE
(Street)
CHAPEL HILL NC 27517
(City) (State) (Zip)
Explanation of Responses:
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.
/s/ Jeffrey Wolf 07/23/2013
/s/ Jeffrey Wolf, Managing Member Orion Holdings V, LLC 07/23/2013
/s/ Jeffrey Wolf, Managing Member of Seed-One Holdings V, LLC 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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