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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OMB Number: 3235-0287
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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 *

Simonson Steven 		2. Issuer Name and Ticker or Trading Symbol

WINDTREE THERAPEUTICS INC /DE/ [ WINT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SVP, Chief Development Officer
(Last)          (First)          (Middle)

2600 KELLY ROAD, SUITE 100 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/13/2017
(Street)

WARRINGTON, PA 18976
(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

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
Series A Convertible Preferred Stock   $1.37   2/13/2017     P      3         (1)   (1) Common Stock   3000     (2) 3   D    
Series A-1 Warrants (Right to Buy)   $1.37   2/13/2017     P      3000       8/15/2017   8/15/2024   Common Stock   3000     (3) 3000   D    

Explanation of Responses:
( 1)  Series A Convertible Preferred Stock is immediately exercisable and has no expiration date.
( 2)  Series A Convertible Preferred Stock in connection with the purchase of Series A Convertible Preferred Stock units acquired in a private placement offering with a unit price of $1,495. Each unit consists of one share of Series A Convertible Preferred Stock, which is convertible into 1,000 shares of the Company's common stock, and 1,000 Series A-1 seven-year warrants to purchase one share of the Company's common stock at an exercise price of $1.37.
( 3)  Series A-1 Warrants in connection with the purchase of Series A Convertible Preferred Stock units acquired in a private placement offering with a unit price of $1,495. Each unit consists of one share of Series A Convertible Preferred Stock, which is convertible into 1,000 shares of the Company's common stock, and 1,000 Series A-1 seven-year warrants to purchase one share of the Company's common stock at an exercise price of $1.37.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Simonson Steven
2600 KELLY ROAD
SUITE 100
WARRINGTON, PA 18976

SVP, Chief Development Officer

Signatures
/s/ Steven Simonson 2/15/2017
** 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).
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