HILLMAN JEFFREY D 4

4 · ORAGENICS INC · Filed Oct 14, 2011

Form 4

Period: 2011-10-12

DirectorChief Scientific Officer

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Holdings

Footnotes (3)

[F1]Pursuant to Dr. Hillman's announced retirement from Oragenics, Inc. (the "Company"), Dr. Hillman and the Company entered into a separation agreement, a restricted stock agreement, and an amendment to his previously granted stock options (the "Option Amendment"). Provided Dr. Hillman has completed certain performance requirements on or before October 31, 2012, the 120,000 shares of restricted stock awarded pursuant to the restricted stock agreement will become vested as follows: (Continue on footnote 2)
[F2](i) as to 40,000 of the shares on October 31, 2012, (ii) as to 40,000 of the shares on October 31, 2013, and (iii) as to 40,000 of the shares on October 31, 2014. Notwithstanding such performance and time vesting, the restricted stock shall become immediately vested upon Dr. Hillman's death or a change of control as specified in the restricted stock agreement between Dr. Hillman and the Company. In addition, pursuant to the Option Amendment, Dr. Hillman's outstanding option awards were modified to (i) extend the exerciseability of the options from 90 days post separation of employment to one year post separation of employment (October 31, 2012) and (ii) as applicable, to accelerate the vesting of any remaining unvested option shares.
[F3]The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

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