Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MITCHELL WILLIAM M
  2. Issuer Name and Ticker or Trading Symbol
HEMISPHERX BIOPHARMA INC [HEB]
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)
THE ROKEBY #805, 3901 W END AVE
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2016
(Street)

NASHVILLE, TN 37205
4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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
Incentive Rights (1) $ 0 02/15/2016   A   12,671   08/15/2016 08/15/2016 Common Stock 12,671 $ 0.12 12,671 D  
Incentive Rights (1) $ 0 02/29/2016   A   10,137   08/29/2016 08/29/2016 Common Stock 10,137 $ 0.15 10,137 D  
Incentive Rights (1) $ 0 03/15/2016   A   9,503   09/15/2016 09/15/2016 Common Stock 9,503 $ 0.16 9,503 D  
Incentive Rights (1) $ 0 03/31/2016   A   11,696   09/30/2016 09/30/2016 Common Stock 11,696 $ 0.13 11,696 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MITCHELL WILLIAM M
THE ROKEBY #805
3901 W END AVE
NASHVILLE, TN 37205
  X      

Signatures

 William M. Mitchell   04/06/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Issued pursuant to the Hemispherx Biopharma Inc 2016 voluntary stock award plan. Pursuant to the plan, the reporting person has elected to withhold a portion of their Director's fee in exchange for the incentive right. The incentive right grants the reporting person the right to receive a number of shares of common stock based upon the market price on the day prior to the election. The incentive right automatically converts into common stock on the date exercisable. The plan is described in the Issuer's 10K report for the year ended 12/31/15.

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