SEC Filing | XBiotech

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SEC FORM 4 SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCKENZIE W THORPE

(Last)

(First)

(Middle)

8201 EAST RIVERSIDE DRIVE

BUILDING 4, SUITE 100

(Street)

AUSTIN

78744

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
XBiotech Inc. [ XBIT ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option⁽¹⁾	$7.79	03/01/2016		M		15,000		03/01/2016	02/28/2026	Common Stock	15,000	$7.79	15,000	D

Explanation of Responses:

1. On March 1, 2016 (the Grant Date) W. Thorpe McKenzie was granted nonstatutory stock options (the Options) under the Company's 2015 Equity Incentive Plan to purcahse shares of the Company's Common Stock (the Shares) at an exercise price equal to the closing sales price of the Shares on the Grant Date as quoted by the Nasdaq Stock Market. The options vested immediately upon grant with an expiry of ten years from the Grant Date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ashley Otero under Power of Attorney for W. Thorpe McKenzie	05/02/2016
	** 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 Number.

POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby
constitutes and appoints David G. Andersen, Queena Han, or Ashley Otero with
full power of substitution, as the undersigned's true and lawful
attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the
undersigned's   capacity as an officer and/or director of XBiotech Inc. or any
successor thereto (the "Company"), Forms 3, 4, and 5 in accordance with Section
16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the
"Exchange Act"), Form 144 in accordance with Rule 144 under the Securities Act
of 1933 ("Rule 144") and any other forms or reports, including, but not limited
to, a Form ID, that the undersigned may be required to file in connection with
the undersigned's ownership,   acquisition or disposition of securities of the
Company;

(2) do and perform any and all acts for and on behalf of the
undersigned, which may be necessary or desirable to complete and execute any
such Form   3, 4 or 5, Form 144 or other form or report, complete and execute
any amendment or amendments thereto and timely file such form or report with
the Securities and Exchange Commission and any stock exchange or similar
authority; and

(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and   conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

     The undersigned hereby grants to
each such attorney-in-fact full power and authority to do and perform any and
every act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be    done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act or
Rule 144.

     This Power of Attorney revokes any previous Power of Attorney
filed with the Company for the purposes set forth herein and shall remain in
full force and effect until the undersigned is no longer required to file Forms
3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless expressly revoked before that time.


  IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 27th day of April 2016.


/s/ W. Thorpe
McKenzie
-------------------------------------
                            W.
Thorpe McKenzie