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 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 *
DHILLON AVTAR S
  2. Issuer Name and Ticker or Trading Symbol
ONCOSEC MEDICAL Inc [ONCS]
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)
C/O ONCOSEC MEDICAL INCORPORATED, 5820 NANCY RIDGE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016
(Street)

SAN DIEGO,, CA 92121
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Non-Qualified Stock Option (right to buy) $ 4.2 12/14/2016   D     5,000   (1) 04/25/2022 Common Stock 5,000 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 5 12/14/2016   D     5,000   (3) 04/15/2023 Common Stock 5,000 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 16.1 12/14/2016   D     12,500   (4) 03/07/2024 Common Stock 12,500 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 7.6 12/14/2016   D     12,500   (5) 03/03/2025 Common Stock 12,500 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 5.76 12/14/2016   D     500,000   (6) 08/21/2025 Common Stock 500,000 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 1.29 12/14/2016   A   265,416     (7) 12/14/2026 Common Stock 265,416 (2) 265,416 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DHILLON AVTAR S
C/O ONCOSEC MEDICAL INCORPORATED
5820 NANCY RIDGE DRIVE
SAN DIEGO,, CA 92121
  X      

Signatures

 /s/ Avtar Dhillon   12/16/2016
**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) These stock options were fully vested on April 25, 2013, the first anniversary of the grant date.
(2) On December 14, 2016, OncoSec Medical Incorporated cancelled, pursuant to its Stock Option Exchange Program, options previously granted to and held by the reporting person to purchase 5000 shares (previously granted on April 25, 2012) 5000 shares (previously granted on April 15, 2013), 12500 shares (previously granted on March 7, 2014), 12500 shares (previously granted on March 3, 2015), and 500000 shares (previously granted on August 21, 2015) of common stock. In exchange, and subject to the terms of the Stock Option Exchange Program, the reporting person received a replacement option for 265416 shares of common stock with an exercise price of $1.29 per share.
(3) These stock options were fully vested on April 15, 2014, the first anniversary of the grant date.
(4) These stock options were fully vested on March 7, 2015, the first anniversary of the grant date.
(5) These stock options were fully vested on March 3, 2016, the first anniversary of the grant date.
(6) These stock options were fully vested on August 21, 2016, the first anniversary of the grant date.
(7) The stock options granted on December 14, 2016 will vest on the following schedule: 25% on grant date; 1/12th of the remaining 75% vesting on each of the 12 subsequent monthly anniversaries of the grant date.

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