Celsion Corporation
Celsion CORP (Form: 4, Received: 06/24/2014 17:23:21)
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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Anwer Khursheed
2. Issuer Name and Ticker or Trading Symbol

Celsion CORP [ CLSN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Scientific Officer
(Last)          (First)          (Middle)

C/O CELSION CORPORATION, 997 LENOX DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

6/20/2014
(Street)

LAWRENCEVILLE, NJ 08648
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Celsion Corporation Common Stock   6/20/2014     A    5000   (1) A $3.50   (2) 5000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to Purchase Celsion Corporation Common Stock   $3.50   6/20/2014     A      40000       6/20/2014   (3) 6/20/2024   Celsion Corporation Common Stock   40000   $0   40000   D    
Restricted Stock Award   $3.50   (2) 6/20/2014     A      35000       6/20/2017   (4) 6/30/2017   Ceslion Corporation Common Stock   35000   $0   75000   D    

Explanation of Responses:
( 1)  The Officer was provided a stock grant on June 20, 2014
( 2)  Represents the per share fair value of the common stock grant based on the closing price of Celsion Corporation Common Stock on the date of grant.
( 3)  10,000 options vested immediately and the remaining options vest in quarters on June 20, 2015, June 20, 2016, June 20, 2017 and June 20, 2018.
( 4)  The restricted share award of Celsion Corporation Common Stock vests in one installment on the third anniversary of the officer's starting date subject to continued employment through that vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Anwer Khursheed
C/O CELSION CORPORATION
997 LENOX DRIVE, SUITE 100
LAWRENCEVILLE, NJ 08648


Chief Scientific Officer

Signatures
/s/ Timothy J Tumminello, Controller & CAO 6/24/2014
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.