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

INITIAL STATEMENT OF 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 *

Gutierrez Rauly

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/24/2017 

3. Issuer Name and Ticker or Trading Symbol

INNOVUS PHARMACEUTICALS, INC. [INNV]

(Last)        (First)        (Middle)

9171 TOWNE CENTRE DRIVE, SUITE 440

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Vice President, Finance /

(Street)

SAN DIEGO, CA 92122       

(City)              (State)              (Zip)
5. 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 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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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
Restricted Stock Unit   (1)   (2)   (2) Common Stock   1250000     (2) D  
 
Restricted Stock Unit   (1)   (3)   (3) Common Stock   500000     (3) D  
 

Explanation of Responses:
(1)  Each RSU represents a contingent right to receive 1 share of the issuer's common stock upon settlement.
(2)  RSU was granted on September 23, 2016 under the Amended and Restated 2016 Equity Incentive Plan (the "2016 Plan"). 312,500 RSUs vest on September 23, 2017; the total remaining shares vest in eight (8) pro rata equal installments, quarterly for two (2) years thereafter, subject to continued service.
(3)  RSU was granted on April 24, 2017 under the 2016 Plan. 166,666 RSUs vest on April 24, 2018; the total remaining shares vest in eight (8) pro rata equal installments, quarterly for two (2) years thereafter, subject to continued service.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gutierrez Rauly
9171 TOWNE CENTRE DRIVE, SUITE 440
SAN DIEGO, CA 92122


Vice President, Finance

Signatures
/s/ Rauly Gutierrez 4/24/2017
** 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 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.