Sec Form 4 Filing - HILLMAN JEFFREY D @ ORAGENICS INC - 2011-10-12

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 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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1. Name and Address of Reporting Person HILLMAN JEFFREY D 2. Issuer Name and Ticker or Trading Symbol ORAGENICS INC [ ORNI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Scientific Officer (Last) (First) (Middle) 13700 PROGRESS BLVD 3. Date of Earliest Transaction (MM/DD/YY) 10/12/2011 (Street) ALACHUA, FL32615 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 10/12/2011 A 120,000 ( 1 ) ( 2 ) A $ 0 159,283 D Common Stock 1,000 I ( 3 ) By Jeffrey Hillman as UGMA custodian for grandchildren Common Stock 202,845 I By 2002 Trust

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HILLMAN JEFFREY D 13700 PROGRESS BLVD ALACHUA, FL32615 X Chief Scientific Officer Signatures /s/ Mark A. Catchur, as Attorney-in-Fact for Jeffrey D. Hillman 10/14/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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) ( 2 )(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. ( 3 )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.

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).

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