Oncothyreon
Oncothyreon Inc. (Form: 4, Received: 06/05/2012 18:36:17)
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 *

HENNEY CHRISTOPHER S
2. Issuer Name and Ticker or Trading Symbol

Oncothyreon Inc. [ ONTY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

2601 FOURTH AVENUE, SUITE 500
3. Date of Earliest Transaction (MM/DD/YYYY)

6/3/2012
(Street)

SEATTLE, WA 98121
(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   6/3/2012     F (1)    2021   D $3.51   104267   (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

Explanation of Responses:
( 1)  The shares were disposed of to the Issuer in a transaction approved by the board of directors in accordance with Rule 16b-3(e) promulgated under the Securities Exchange Act of 1934. The 2,021 shares represent 25% of the shares underlying the RSU grant to Dr. Henney that vested on June 3, 2012 and the transaction is designed to facilitate Dr. Henney's satisfaction of U.S. federal income tax obligations in connection with the vesting of such RSU grant. The Issuer's common stock was not traded on the vesting date. Accordingly, the price per share is equal to the closing price of the Issuer's common stock on June 1, 2012, the most recent date prior to the vesting date on which the Issuer's common stock was traded.
( 2)  Reflects 4,538 restricted share units previously owned and 99,729 shares directly beneficially owned by Dr. Henney.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HENNEY CHRISTOPHER S
2601 FOURTH AVENUE
SUITE 500
SEATTLE, WA 98121
X



Signatures
/s/ Barbara A. Mery, attorney-in-fact 6/5/2012
** 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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