Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Voss Andreas
  2. Issuer Name and Ticker or Trading Symbol
Celsion CORP [CLSN]
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)
C/O CELSION CORPORATION, 997 LENOX DRIVE, SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2018
(Street)

LAWRENCEVILLE, NJ 08648
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/15/2018   J(1)   6,250 (2) A $ 2.24 (2) 6,607 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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 $ 2.22 (3) 05/15/2018   A   50,000   05/15/2018(4) 05/15/2028 Celsion Corporation Common Stock 50,000 $ 0 65,357 D  

Reporting Owners

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

Signatures

 /s/ Timothy J Tumminello, Controller & CAO   05/16/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Director received his quarterly fees in restricted shares of Celsion Corporation Common Stock in lieu of cash.
(2) The number of shares issued to the director was calculated by dividing the quarterly fees by the closing stock price of $2.24 on March 31, 2018.
(3) Represents the closing stock price on the option grant date (February 12, 2018) which was subject to the approval of the Celsion Corporation 2018 Stock Incentive Plan at the Annual Meeting of Stockholders held on May 15, 2018.
(4) The options vest as follows: 1/2 on the date of grant; 1/4 on the one year anniversary of the date of grant; and 1/4 on the second year anniversary of the date of grant.
 
Remarks:
On February 12, 2018, Celsion's Board of Directors approved a stock option award subject to the approval of the Celsion Corporation 2018 Stock Incentive Plan at the Annual Meeting of Stockholders held on May 15, 2018.

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