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 *
Humeau Laurent
  2. Issuer Name and Ticker or Trading Symbol
INOVIO PHARMACEUTICALS, INC. [INO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer
(Last)
(First)
(Middle)
C/O INOVIO PHARMACEUTICALS, INC., 6769 MESA RIDGE RD.
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2019
(Street)

SAN DIEGO, CA 92121
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
Common Stock 03/09/2019   M   2,666 A (1) 24,867 D  
Common Stock 03/09/2019   F(2)   898 D $ 3.34 23,969 D  
Common Stock 03/10/2019   M   2,812 A (3) 26,781 D  
Common Stock 03/10/2019   F(4)   948 D $ 3.34 25,833 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
Restricted Stock Unit (1) 03/09/2019   M     2,666   (1) 03/08/2029(1) Common Stock 2,666 $ 0 (1) 0 D  
Restricted Stock Unit (3) 03/10/2019   M     2,812   (3) 03/10/2027(3) Common Stock 2,812 $ 0 (3) 2,812 D  
Common Stock Option $ 3.34 03/08/2019   A   93,200   03/08/2019(5) 03/08/2029 Common Stock 93,200 $ 0 93,200 D  
Restricted Stock Unit (6) 03/08/2019   A   59,700     (6) 03/08/2029(6) Common Stock 59,700 $ 0 59,700 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Humeau Laurent
C/O INOVIO PHARMACEUTICALS, INC.
6769 MESA RIDGE RD.
SAN DIEGO, CA 92121
      Chief Scientific Officer  

Signatures

 /s/ Laurent Humeau   03/12/2019
**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) Each restricted stock unit represents a contingent right to receive one share of common stock. The 2,666 restricted stock units vested on March 9, 2019.
(2) The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in footnote (1) herein.
(3) Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 5,624 restricted stock units is as follows: 2,812 shares vested on March 10, 2019; 2,812 shares will vest on March 10, 2020. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both.
(4) The transaction reported represents the withholding of shares by the issuer to satisfy the reporting person's tax withholding obligations in connection with the vesting and settlement of the restricted stock unit award reported in footnote (3) herein.
(5) The vesting schedule for the 93,200 options is as follows: 23,300 shares vested on March 8, 2019; 23,300 shares will vest on March 8, 2020; 23,300 shares will vest on March 8, 2021; 23,300 shares will vest on March 8, 2022.
(6) Each restricted stock unit represents a contingent right to receive one share of common stock. The vesting schedule for the 59,700 restricted stock units is as follows: 19,900 shares will vest on March 8, 2020; 19,900 shares will vest on March 8, 2021; 19,900 shares will vest on March 10, 2022. Vested restricted stock units can be settled in shares of common stock, cash or a combination of both.

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