ORAGENICS INC — Director's Dealing 2009

Dec 3, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORAGENICS INC (ORNI)
CIK: 0001174940
Period of Report: 2009-12-01

Reporting Person: Hirsch David Brian (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-12-01	Employee Stock Option (Right to Buy)	$.27	A	1000000	Acquired	2019-12-01	Common Stock (1000000)	Direct
2009-12-01	Employee Stock Option (Right to Buy)	$.27	A	112500	Acquired		Common Stock (112500)	Direct
2009-12-01	Employee Stock Option (Right to Buy)	$.27	A	125000	Acquired		Common Stock (125000)	Direct
2009-12-01	Employee Stock Option (Right to Buy)	$.27	A	100000	Acquired		Common Stock (100000)	Direct

Footnotes

F1: Such stock option may be exercised as follows: one-third on the first anniversary of the date of grant (12/01/2010), with an additional one-third becoming exercisable on each of the following two anniversaries of the date of grant. Notwithstanding such time vesting, the options shall become immediately vested in full in the event of a change in control of the Company as specified in the stock option agreement between Mr. Hirsch and the Company.

F2: The options are included herein, notwithstanding that the exercisability of such option awards is subject to the achievement of certain Company performance targets.

F3: The options with respect to up to 112,500 shares of common stock shall become vested and exercisable by Mr. Hirsch upon the first calendar quarter in which the Company reports a Net Profit in a Form 10-Q Report or Form 10-K Report, as the case may be, that is publicly filed with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934 as amended (the "Exchange Act"). These options expire and are void unless exercised on or before the earlier to occur of (i) December 1, 2019, or (ii) the time in which the Company ceases being obligated to file quarterly and annual reports with the SEC under the Exchange Act.

F4: The options with respect to up to 125,000 shares of common stock shall become vested and exercisable by Mr. Hirsch in tranches, on the last day of any three consecutive month period upon either (i) the shipment or invoicing of of a certain designated amount of units or boxes of consumer products during each of three consecutive months, or (ii) the shipment or invoicing of a designated amount of units or boxes of consumer products during any three consecutive month period. These options expire and are void unless they become vested and exercisable as follows: one-third on September 1, 2010, one-third on December 1, 2010, and one-third on March 1, 2010. To the extent any options become vested and exercisable (that have not expired in accordance with expiration schedule), they shall expire and are void unless exercised on or before December 1, 2019.

F5: The options with respect to up to 100,000 shares of common stock shall become vested and exercisable by Mr. Hirsch upon the occurrence of certain designated milestones related to scientific development of the Company technology's. The options expire and are void unless they become vested and exercisable on or before December 31, 2011. To the extent any of these options become vested and exercisable, they shall expire and be void unless exercised on or before December 1, 2019.