Celsion Corporation
Celsion CORP (Form: 4, Received: 04/15/2010 17:06:06)
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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Tardugno Michael H
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 Executive Officer
(Last)          (First)          (Middle)

10220-L OLD COLUMBIA ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/19/2010
(Street)

COLUMBIA, MD 21046-2364
(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
Common Stock   1/19/2010   (1)   (1) M    16667   A $0   114329   (2) 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
Common Stock Restricted   $0   1/19/2010   (1)   M      16667         (1)   (1) Common Stock   16667   $0   673333   (2) D    

Explanation of Responses:
( 1)  On January 3, 2007, Mr Tardugno was awarded 50,000 shares of restricted stock vesting in three equal installments beginning Janaury 19, 2008. This was reported in a form filed January 4, 2007 as the the acquisition of "Derivative Securtities". The shares vesting on January 19, 2008 & 2009 had been previously reported as vesting. The 16,667 shares vesting on Janaury 19, 2010 were inadvertantly not reported as vesting. These shares had been reported as derivative securities in any filings since thier vesting in Janaury 2010.
( 2)  This represents the Number of Securities Beneficially Owned as of the date of this filing, April 15, 2010.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Tardugno Michael H
10220-L OLD COLUMBIA ROAD
COLUMBIA, MD 21046-2364


Chief Executive Officer

Signatures
Timothy J Tumminello, Interim CAO and Controller 4/15/2010
** 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).
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