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 *

Hillsberg Sanford
2. Issuer Name and Ticker or Trading Symbol

Lion Biotechnologies, Inc. [ LBIO ]
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)

1801 CENTURY PARK EAST
3. Date of Earliest Transaction (MM/DD/YYYY)

12/16/2014
(Street)

LOS ANGELES, CA 90067
(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   12/16/2014     A    25000   (1) A $0   (1) 25000   (1) I   Herbert Hillsberg Revocable Trust   (1) (2)
Common Stock   1/28/2015     J (3)    25000   (1) D $0   (3) 0   I   Herbert Hillsberg Revocable Trust   (1) (2) (3)
Common Stock                  269000   I   Family Trust  

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
Warrant   $2.5   12/16/2014     A      25000   (1)      11/5/2013   11/5/2018   Common Stock   25000   (1) $0   (2) 25000   I   Herbert Hillsberg Revocable Trust   (1) (2)
Warrant   $2.5   1/28/2015     J   (3)       25000   (1)   11/5/2013   11/5/2018   Common Stock   25000   (1) $0   (3) 0   I   Herbert Hillsberg Revocable Trust   (1) (2) (3)

Explanation of Responses:
( 1)  These securities were acquired by Herbert Hillsberg in 2013. Following Herbert Hillsberg's death, the securities were transferred from the Estate of Herbert Hillsberg into the Herbert Hillsberg Revocable Trust on December 16, 2014. Sanford J. Hillsberg is one of four trustees of the Herbert Hillsberg Trust. However, as a contingent beneficiary, Sanford Hillsberg had no right to receive these securities or their proceeds, but depending upon the order of family survivorship and residual proceeds, could be entitled in the future to receive up to 33-1/3% of these securities or proceeds. The reporting person disclaims beneficial ownership of the securities held by the Herbert Hillsberg Revocable Trust except to the extent of his contingent pecuniary interest in these securities.
( 2)  These securities were acquired by Herbert Hillsberg in an offering by the Issuer of common stock and warrants whereby a purchase of each share of common stock included a warrant exercisable for one share of common stock at $2.50 per share.
( 3)  On January 28, 2015, the four trustees of the Herbert Hillsberg Revocable Trust caused the trust to distribute all of these securities to Herbert Hillsberg's widow.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Hillsberg Sanford
1801 CENTURY PARK EAST
LOS ANGELES, CA 90067
X



Signatures
/s/ Sanford J. Hillsberg 1/29/2015
** 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.
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