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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KESSEL MARK 		2. Issuer Name and Ticker or Trading Symbol

ORGANOVO HOLDINGS, INC. [ ONVO ] 		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)

6275 NANCY RIDGE DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/17/2016
(Street)

SAN DIEGO, CA 92121
(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) 8/17/2016     A    7500   (2) A $0.00   7500   D    
Common Stock   (3) 8/17/2016     A    7500   (4) A $0.00   15000   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 Option (Right to Buy)   (1) $4.35   8/17/2016     A      18500         (5) 8/17/2025   Common Stock   18500   $0.00   18500   D    
Stock Option (Right to Buy)   (3) $4.35   8/17/2016     A      18500         (6) 8/17/2025   Common Stock   18500   $0.00   18500   D    

Explanation of Responses:
( 1)  Initial long-term equity award issued pursuant to the Issuer's non-employee director compensation plan.
( 2)  The shares represent a grant of Restricted Stock Units ("RSUs"). The RSUs represent a right to receive shares of the Issuer's common stock, at no additional conversion or exercise price. The RSUs vest and settle over 12 equal quarterly installments measured from August 15, 2016.
( 3)  Annual long-term equity award issued pursuant to the Issuer's non-employee director compensation plan.
( 4)  The shares represent a grant of Restricted Stock Units ("RSUs"). The RSUs represent a right to receive shares of the Issuer's common stock, at no additional conversion or exercise price. The RSUs vest and settle in full on the earlier of (I) August 15, 2017 or (ii) immediately prior to the Issuer's next annual stockholder meeting.
( 5)  The option shares vest and become exercisable over 12 equal quarterly installments measured from August 15, 2016.
( 6)  The option shares vest and become exercisable in full on the earlier of (i) August 15, 2017 or (ii) immediately prior to the Issuer's next annual stockholder meeting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KESSEL MARK
6275 NANCY RIDGE DRIVE
SAN DIEGO, CA 92121 		X



Signatures
/s/ Mark Kessel 8/19/2016
** 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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