SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PHELPS BARRY

(Last)

(First)

(Middle)

C/O LUNA INNOVATIONS INCORPORATED

301 1ST STREET SW, SUITE 200

(Street)

ROANOKE

24011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LUNA INNOVATIONS INC [ LUNA ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Units	⁽¹⁾	04/01/2024		A		3,465.35⁽²⁾		⁽³⁾	⁽³⁾	Common Stock	3,465.35	$0	113,314.51	D
Stock Units	⁽¹⁾	04/01/2024		A		1,237.62⁽⁴⁾		⁽³⁾	⁽³⁾	Common Stock	1,237.62	$0	114,552.13	D
Stock Units	⁽¹⁾	04/01/2024		A		907.59⁽⁵⁾		⁽³⁾	⁽³⁾	Common Stock	907.59	$0	115,459.72	D
Stock Units	⁽¹⁾	04/01/2024		A		412.54⁽⁶⁾		⁽³⁾	⁽³⁾	Common Stock	412.54	$0	115,872.26	D
Stock Units	⁽¹⁾	04/01/2024		A		412.54⁽⁷⁾		⁽³⁾	⁽³⁾	Common Stock	412.54	$0	116,284.8	D

Explanation of Responses:

1. Stock Units are convertible into issuer's common stock on a 1-for-1 basis.

2. This grant was made pursuant to the issuer's non-employee director compensation policy, as compensation for Mr. Phelps's service as a member of the board of directors for the period from April 1, 2024 to June 30, 2024. The number of restricted stock units is equal to $10,500.00 divided by $3.03, the closing price of the issuer's common stock on the Nasdaq Capital Market on April 1, 2024, the first trading day of the quarter. The Reporting Person elected to receive fees in stock units.

3. The stock units become issuable in common stock of the issuer at the election of the Reporting Person upon the earliest to occur of the Reporting Person's termination of service, a change in control of the issuer, an unforeseeable emergency, or a fixed selected by the Reporting Person. The units have no expiration date.

4. This grant was made pursuant to issuer's non-employee director compensation policy, as compensation for Mr. Phelps's service as the chairman of the audit committee of the board of directors for the period from April 1, 2024 to June 30, 2024. The number of restricted stock units is equal to $3,750.00 divided by $3.03, the closing price of issuer's common stock on the Nasdaq Capital Market on April 1, 2024, the first trading day of the quarter. The Reporting Person elected to receive fees in stock units.

5. This grant was made pursuant to issuer's non-employee director compensation policy, as compensation for Mr. Phelps's service as the chairman of the operations committee of the board of directors for the period from April 1, 2024 to June 30, 2024. The number of restricted stock units is equal to $2,750.00 divided by $3.03, the closing price of issuer's common stock on the Nasdaq Capital Market on April 1, 2024, the first trading day of the quarter. The Reporting Person elected to receive fees in stock units.

6. This grant was made pursuant to issuer's non-employee director compensation policy, as compensation for Mr. Phelps's service on the compensation committee of the board of directors for the period from April 1, 2024 to June 30, 2024. The number of restricted stock units is equal to $1,250.00 divided by $3.03, the closing price of issuer's common stock on the Nasdaq Capital Market on April 1, 2024, the first trading day of the quarter. The Reporting Person elected to receive fees in stock units.

7. This grant was made pursuant to issuer's non-employee director compensation policy, as compensation for Mr. Phelps's service on the risk committee of the board of directors for the period from April 1, 2024 to June 30, 2024. The number of restricted stock units is equal to $1,250.00 divided by $3.03, the closing price of issuer's common stock on the Nasdaq Capital Market on April 1, 2024, the first trading day of the quarter. The Reporting Person elected to receive fees in stock units.

Remarks:

	/s/ Ryan Stewart, Attorney-in-Fact	04/03/2024
	** 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 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).
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