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 *
BVF PARTNERS L P/IL
  2. Issuer Name and Ticker or Trading Symbol
PIERIS PHARMACEUTICALS, INC. [PIRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
44 MONTGOMERY STREET, 40TH FL
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2019
(Street)

SAN FRANCISCO, CA 94104
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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
Common Stock, $0.001 par value (1) 01/30/2019   J(9)   2,573,000 D (6) 978,200 D (2)  
Common Stock, $0.001 par value (1) 01/30/2019   J(9)   2,143,000 D (6) 772,324 D (3)  
Common Stock, $0.001 par value (1) 01/30/2019   J(9)   284,000 D (6) 141,346 D (4)  

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
Series B Convertible Preferred Stock, $0.001 par value (6) 01/30/2019   J(9)   2,573     (6)   (6) Common Stock, $0.001 par value 2,573,000 (6) 2,573 D (2)  
Series B Convertible Preferred Stock, $0.001 par value (6) 01/30/2019   J(9)   2,143     (6)   (6) Common Stock, $0.001 par value 2,143,000 (6) 2,143 D (3)  
Series B Convertible Preferred Stock, $0.001 par value (6) 01/30/2019   J(9)   284     (6)   (6) Common Stock, $0.001 par value 284,000 (6) 284 D (4)  
Series A Convertible Preferred Stock, $0.001 par value (5)               (5)   (5) Common Stock, $0.001 par value 1,567,000   1,567 D (2)  
Series A Convertible Preferred Stock, $0.001 par value (5)               (5)   (5) Common Stock, $0.001 par value 1,021,000   1,021 D (3)  
Series A Convertible Preferred Stock, $0.001 par value (5)               (5)   (5) Common Stock, $0.001 par value 319,000   319 D (4)  
Tranche A Warrants $ 2               (7)   (7) Common Stock, $0.001 par value 854,800   854,800 D (2)  
Tranche A Warrants $ 2               (7)   (7) Common Stock, $0.001 par value 560,400   560,400 D (3)  
Tranche A Warrants $ 2               (7)   (7) Common Stock, $0.001 par value 167,600   167,600 D (4)  
Tranche B Warrants $ 3               (8)   (8) Common Stock, $0.001 par value 427,400   427,400 D (2)  
Tranche B Warrants $ 3               (8)   (8) Common Stock, $0.001 par value 280,200   280,200 D (3)  
Tranche B Warrants $ 3               (8)   (8) Common Stock, $0.001 par value 83,800   83,800 D (4)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BVF PARTNERS L P/IL
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104
    X    
BIOTECHNOLOGY VALUE FUND L P
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104
      See Explanation of Responses
BIOTECHNOLOGY VALUE FUND II LP
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104
      See Explanation of Responses
Biotechnology Value Trading Fund OS LP
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104
      See Explanation of Responses
BVF Partners OS Ltd.
P.O. BOX 309 UGLAND HOUSE
GRAND CAYMAN, E9 KY1-1104
      See Explanation of Responses
BVF INC/IL
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104
    X    
LAMPERT MARK N
44 MONTGOMERY STREET
40TH FL
SAN FRANCISCO, CA 94104
    X    

Signatures

 BVF Partners L.P., By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President   02/01/2019
**Signature of Reporting Person Date

 Biotechnology Value Fund, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President   02/01/2019
**Signature of Reporting Person Date

 Biotechnology Value Fund II, L.P., By: BVF Partners L.P., its general partner, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President   02/01/2019
**Signature of Reporting Person Date

 BVF Partners OS Ltd., By: BVF Partners L.P., its sole member, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President   02/01/2019
**Signature of Reporting Person Date

 Biotechnology Value Trading Fund OS LP, By: BVF Partners L.P., its investment manager, By: BVF Inc., its general partner, By: /s/ Mark N. Lampert, President   02/01/2019
**Signature of Reporting Person Date

 BVF Inc., By: /s/ Mark N. Lampert, President   02/01/2019
**Signature of Reporting Person Date

 /s/ Mark N. Lampert   02/01/2019
**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) This Form 4 is filed jointly by Biotechnology Value Fund, L.P. ("BVF"), Biotechnology Value Fund II, L.P. ("BVF2"), Biotechnology Value Trading Fund OS LP ("Trading Fund OS"), BVF Partners OS Ltd. ("Partners OS"), BVF Partners L.P. ("Partners"), BVF Inc. and Mark N. Lampert (collectively, the "Reporting Persons"). Each of the Reporting Persons is a member of a Section 13(d) group that previously owned in the aggregate more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the shares of the Common Stock reported herein except to the extent of his or its pecuniary interest therein.
(2) Securities owned directly by BVF. As the general partner of BVF, Partners may be deemed to beneficially own the securities owned directly by BVF. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF.
(3) Securities owned directly by BVF2. As the general partner of BVF2, Partners may be deemed to beneficially own the securities owned directly by BVF2. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by BVF2. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by BVF2.
(4) Securities owned directly by Trading Fund OS. As the general partner of Trading Fund OS, Partners OS may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment manager of Trading Fund OS and the sole member of Partners OS, Partners may be deemed to beneficially own the securities owned directly by Trading Fund OS. As the investment adviser and general partner of Partners, BVF Inc. may be deemed to beneficially own the securities owned directly by Trading Fund OS. As a director and officer of BVF Inc., Mr. Lampert may be deemed to beneficially own the securities owned directly by Trading Fund OS.
(5) The Reporting Persons hold 2,907 shares of Series A Convertible Preferred Stock, (the "Series A Preferred Stock") convertible for an aggregate of 2,907,000 shares of Common Stock. Each share of Series A Preferred Stock is convertible into 1,000 shares of Common Stock. The Series A Preferred Stock is convertible at any time, at the holder's election, except that the Series A Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), more than 9.99% of the number of shares of Common Stock then issued and outstanding.
(6) The Reporting Persons hold 5,000 shares of Series B Convertible Preferred Stock, (the "Series B Preferred Stock") convertible for an aggregate of 5,000,000 shares of Common Stock. Each share of Series B Preferred Stock is convertible into 1,000 shares of Common Stock. The Series B Preferred Stock is convertible at any time, at the holder's election, except that the Series B Preferred Stock may not be converted if, after such conversion, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding.
(7) The Reporting Persons hold 1,582,800 Tranche A Warrants (the "A Warrants") exercisable for an aggregate of 1,582,800 shares of Common Stock. The A Warrants have an exercise price of $2.00 per share and expire on June 8, 2021. The A Warrants are exercisable at any time, at the holder's election, except that the A Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding.
(8) The Reporting Persons hold 791,400 Tranche B Warrants (the "B Warrants") exercisable for an aggregate of 791,400 shares of Common Stock. The B Warrants have an exercise price of $3.00 per share and expire on June 8, 2021. The B Warrants are exercisable at any time, at the holder's election, except that the B Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 9.99% of the number of shares of Common Stock then issued and outstanding.
(9) Pursuant to a letter agreement between the Issuer and certain of the Reporting Persons, the Reporting Persons agreed to exchange an aggregate of 5,000,000 shares of Common Stock in consideration for a total of 5,000 shares of Series B Preferred Stock.

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