FORM 4
[ X ] 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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Lambert James Vincent
2. Issuer Name and Ticker or Trading Symbol

GENVEC INC [ GNVC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP, Accounting & Finance
(Last)          (First)          (Middle)

910 CLOPPER ROAD, SUITE 220N
3. Date of Earliest Transaction (MM/DD/YYYY)

6/16/2017
(Street)

GAITHERSBURG, MD 20878
(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   6/16/2017     M    4000   A $5.60   5981   D  
 
Common Stock   6/16/2016     F (1)    3115   D $7.19   2866   D  
 
Common Stock   6/16/2017     D    2866   (2) (3) D   (4) 0   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
Stock Options (right to buy)   $5.60   6/16/2017     M         4000    6/16/2017   (5) 6/16/2017   Common Stock   4000   $5.60   0   D  
 

Explanation of Responses:
(1)  Withholding of Common Stock to pay exercise price and to satisfy tax withholding obligations.
(2)  The shares of Common Stock were cancelled pursuant to the Agreement and Plan of Merger, dated January 24, 2017, among the Issuer, Intrexon Corporation ("Intrexon") and Intrexon GV Holding, Inc. (the "Merger Agreement") in exchange for (i) 851 shares of Intrexon common stock having a market value of $19,420 on the effective date of the merger, and cash in lieu of fractional shares of Intrexon common stock, plus (ii) one contingent payment right (the "Merger Consideration").
(3)  [footnote 2 continued] Each contingent payment right entitles the holder thereof to an amount equal to half of certain payments actually received by the registrant or its successor or any of their affiliates from or on behalf of Novartis Institutes for BioMedical Research, Inc. ("Novartis") under the Research Collaboration and License Agreement, dated January 13, 2010, as amended, between the registrant and Novartis, on account of milestone payments or royalties due in relation to the period ending June 16, 2019 divided by the number of shares of the regisrant's common stock having rights to the Merger Consideration, subject to any withholding of taxes required by applicable law.
(4)  Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration.
(5)  Pursuant to the Merger Agreement, the vesting date of unvested stock options accelerated to vest and become exercisable as of the closing of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Lambert James Vincent
910 CLOPPER ROAD, SUITE 220N
GAITHERSBURG, MD 20878


VP, Accounting & Finance

Signatures
/s/ James V. Lambert 6/20/2017
** 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.
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