SEC Filing - Delcath Systems, Inc.

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SEC FORM 3 SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

APPLING WILLIAM M

(Last)

(First)

(Middle)

C/O DELCATH SYSTEMS, INC.

566 QUEENSBURY AVENUE

(Street)

QUEENSBURY

12804

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2013

3. Issuer Name and Ticker or Trading Symbol
DELCATH SYSTEMS, INC. [ DCTH ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, R&D and Global Operations

5. 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 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	10,250	D
common stock⁽¹⁾	3,000	D
common stock⁽²⁾	4,200	D
common stock⁽³⁾	600	I	by member of household
common stock⁽⁴⁾	525	I	by member of household

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
stock option	08/09/2011⁽⁵⁾	08/09/2020	common stock	60,000	8.14	D
stock option	03/10/2012⁽⁶⁾	03/10/2021	common stock	18,000	6.42	D
stock option	02/28/2013⁽⁷⁾	02/28/2022	common stock	25,200	4.6	D
stock option	03/11/2014⁽⁸⁾	03/11/2023	common stock	25,200	2.13	D
stock option⁽⁹⁾	08/15/2012	08/15/2021	common stock	2,750	4.12	I	by member of household
stock option⁽¹⁰⁾	02/28/2013	02/28/2022	common stock	2,100	4.6	I	by member of household
stock option⁽¹¹⁾	03/11/2014	03/11/2023	common stock	2,100	2.13	I	by member of household

Explanation of Responses:

1. The restricted stock vested ratably on March 10, 2012 and 2013, and the remainder will vest ratably on March 11, 2014, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events.

2. The restricted stock vested ratably on February 28, 2013 and will continue to vest ratably on February 28, 2014 and 2015, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events.

3. The restricted stock vested ratably on August 15, 2012 and will continue to vest ratably on August 15, 2013 and 2014, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

4. The restricted stock vested ratably on February 28, 2013 and will continue to vest ratably on February 28, 2014 and 2015, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

5. The stock option vested ratably on August 9, 2011 and August 9, 2012 and the remainder will vest on August 9, 2013, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events.

6. The stock option vested ratably on March 10, 2012, and March 10, 2013 and the remainder will vest on March 10, 2014, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events.

7. The stock option vested ratably on February 28, 2013, and will continue to vest ratably on February 28, 2014 and 2015, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events.

8. The stock option vests ratably on March 11, 2014, 2015 and 2016, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events.

9. The stock option vested ratably on August 15, 2012 and will continue to vest ratably on August 15, 2013 and 2014, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admisison that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

10. The stock option vested ratably on February 28, 2013 and will continue to vest ratably on February 28, 2014 and 2015, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admisison that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

11. The stock option will vest ratably on March 11, 2014, 2015 and 2016, and is subject to forfeiture in the event of certain circumstances and acceleration upon certain events. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admisison that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

	Barbra Keck, pursuant to a confirming statement executed by William Appling	07/03/2013
	** 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 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).
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.

Confirming Statement



This Confirming Statement ("Statement") confirms that the undersigned, William Appling,

has authorized, directed and designated each of Barbra Keck, Peter Graham, and Graham Miao

(each a "Designee" and together, the "Designees"), or either of them acting singly, to:

(1) prepare, execute and file for and on behalf of the undersigned with the U.S. Securities

and Exchange Commission (the "SEC") a Form ID, including amendments thereto, enabling the

undersigned to make electronic filings with the SEC of reports required by Section 16(a)

of the Securities Exchange Act of 1934 and any rule or regulation thereunder; and (2) prepare,

execute and file for and on behalf of the undersigned with the SEC and any stock exchange or

similar authority, all Forms 3, 4, and 5, including any amendments thereto, that the undersigned

is required to file as an officer and/or director of Delcath Systems, Inc. (the "Company") in

accordance with Section 16(a) of the Securities Exchange Act of 1934 and any rule or regulation

thereunder.



The authority of the Designees under this Statement shall continue until the undersigned

is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings

of and/or transactions in securities of the Company, unless earlier revoked by the undersigned

in a signed writing delivered to the Designees.  The undersigned acknowledges that the

Designees are not assuming, nor is the Company assuming, any of the undersigned's responsibilities

to comply with Section 16 of the Securities Exchange Act of 1934.  This Statement is not

intended to be a power of attorney as defined in the New York General Obligations Law,

Article 5, Title 15, Section 5-1501, and in the event this Statement is determined to be

a power of attorney under such statute, this Statement shall not revoke any power of attorney

previously executed by the undersigned and shall not be revoked by any subsequent power of

attorney unless such subsequent power of attorney expressly provides that it revokes this

Statement by referring to the date and subject hereof.





Date: June 28, 2013



 Undersigned's Name:   William Appling





 Undersigned's Signature:  /s/ William Appling