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

INITIAL STATEMENT OF 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 *
  Belsky Paul
2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2013
3. Issuer Name and Ticker or Trading Symbol
HEAT BIOLOGICS, INC. [HTBX]
(Last)
(First)
(Middle)
C/O 100 EUROPA DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHAPEL HILL, NC 27517
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 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)
Common Stock 43,479 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
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
Options 09/02/2010 09/01/2020 Common Stock 5,218 (2) $ 0.48 D  
Options 04/12/2011 04/11/2021 Common Stock 16,305 (3) $ 0.64 D  
Options 04/29/2013 04/28/2023 Common Stock 5,435 (4) $ 8.81 D  
Series B Preferred Stock   (5)   (5) Common Stock 1,160 (5) $ (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Belsky Paul
C/O 100 EUROPA DRIVE
CHAPEL HILL, NC 27517
  X      

Signatures

/s/ Paul Belsky 07/23/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Does not include shares of common stock that will be issued upon consummation of the Company's initial public offering resulting in net proceeds of at least $15 million in lieu of Series B-2 Preferred Stock that was committed to be purchased upon receipt of certain grant funding and the shares underlying warrants to be issued at such time.
(2) Fully Vested.
(3) This option is currently vested and exercisable as to 9,172 shares. 1,019 shares vest and become exercisable at the end of each quarter with the last options vesting on March 31, 2015.
(4) No options are currently vested and exercisable shares. 226 shall vest and become exercisable ratably over two years with the last option vesting on July 29, 2015.
(5) The Series B Preferred Stock automatically converts into shares of common stock to be issued upon consummation of the Company's initial public offering resulting in net proceeds of at least $15 million.

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