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 *
EISENBERG JEFFREY F
   2. Issuer Name and Ticker or Trading Symbol
Xenetic Biosciences, Inc. [XBIO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO
(Last)
(First)
(Middle)
99 HAYDEN AVENUE, SUITE 230		 3. Date of Earliest Transaction (Month/Day/Year)
12/02/2016
(Street)

LEXINGTON, MA 02421		 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
Stock Options $ 3.4 12/02/2016   A   4,700   12/02/2016 12/01/2026 Common Stock 4,700 $ 0 (1) 4,700 D  
Stock Options $ 3.4 12/02/2016   A   75,100   12/02/2017 12/01/2026 Common Stock 75,100 $ 0 79,800 D  
Stock Options $ 3.4 12/02/2016   A   75,100   12/02/2018 12/01/2026 Common Stock 75,100 $ 0 154,900 D  
Stock Options $ 3.4 12/02/2016   A   75,100   12/02/2019 12/01/2026 Common Stock 75,100 $ 0 230,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EISENBERG JEFFREY F
99 HAYDEN AVENUE
SUITE 230
LEXINGTON, MA 02421		   X     COO  

Signatures

 /s/ Jeffrey Eisenberg   12/06/2016
**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) On December 2, 2016 the Issuer entered into an Employment Agreement with Mr. Eisenberg. Under the terms of the Employment Agreement, Mr. Eisenberg has the right to purchase 230,000 shares of common stock of the Issuer (the "Option") under the Issuer's Equity Incentive Plan, effective January 23, 2014 (the "Plan") at an exercise price equal to the fair market value of the Company's common stock on the grant date. 4,700 shares were granted pursuant to the Option were deemed vested immediately. The Options expire December 1, 2026.

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