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 * Dillman John Robert 2. Issuer Name and Ticker or Trading Symbol VBI Vaccines Inc/BC [ VBIV ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Commercial Officer
(Last)          (First)          (Middle)
C/O VBI VACCINES INC.,, 160 SECOND STREET, FLOOR 3		 3. Date of Earliest Transaction (MM/DD/YYYY)
7/7/2022
(Street)
CAMBRIDGE, MA 02142
(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
Option (Right to Buy Common Shares)  $0.8611  7/7/2022    A     100000       (1) 7/7/2032 (2) Common Shares  100000  $0  100000  D   

Explanation of Responses:
(1)  The reporting person was granted these options on July 7, 2022 (the "Grant Date") as part of the reporting person's employment agreement with the Company. The options vest as follows: 25% of the optioned shares shall vest on the one-year anniversary of the Grant Date (the "First Vesting Date") and the remaining 75% optioned shares vesting in substantially equal installments on each of the next 24 monthly anniversaries of the First Vesting Date, subject to the reporting person's continued employment with or service to the Company through the applicable vesting date.
(2)  The options expire 10 years from the Grant Date unless terminated sooner in accordance with the VBI Vaccines Incentive Plan or the reporting person's stock option award agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dillman John Robert
C/O VBI VACCINES INC.,
160 SECOND STREET, FLOOR 3
CAMBRIDGE, MA 02142

Chief Commercial Officer

Signatures
/s/ John Dillman 7/12/2022
**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.
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.
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