SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Sherman Michael A.
(Last) (First) (Middle)
3000 KENT AVE, SUITE A1-100
(Street)
WEST LAFAYETTE IN 47906
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2011 		3. Issuer Name and Ticker or Trading Symbol
ENDOCYTE INC [ ECYT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 52,356 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) (1) 11/01/2016 Common Stock 13,089 $1.91 D
Stock Option (right to buy) (1) 02/01/2017 Common Stock 7,853 $2.1 D
Stock Option (right to buy) (2) 05/31/2017 Common Stock 52,356 $2.1 D
Stock Option (right to buy) (3) 02/12/2018 Common Stock 10,471 $3.06 D
Stock Option (right to buy) (4) 03/05/2019 Common Stock 6,732 $2.54 D
Stock Option (right to buy) (5) 11/12/2019 Common Stock 10,471 $2.54 D
Stock Option (right to buy) (6) 02/11/2020 Common Stock 15,706 $3.82 D
Subordinated Convertible Promissory Note (7) 12/14/2011 Common Stock $100,000 (8) D
Explanation of Responses:
1. The option is fully vested and immediately exercisable.
2. Shares subject to the option vest monthly over a period of 48 months beginning on May 31, 2007.
3. Shares subject to the option vest monthly over a period of 48 months beginning on February 29, 2008.
4. Shares subject to the option vest monthly over a period of 48 months beginning on March 31, 2009.
5. Shares subject to the option vest monthly over a period of 48 months beginning on November 30, 2009.
6. Shares subject to the option vest monthly over a period of 48 months beginning on February 28, 2010.
7. The outstanding principal amount of the reported securities and all accrued and unpaid interest automatically convert upon the closing of the Issuer's initial public offering.
8. 85% of the original issue price of the shares of the Issuer's initial public offering.
Remarks:
/s/ Michael A. Sherman 01/31/2011
** 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 5 (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.
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