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 *
Benz Edward J. JR
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
99 HAYDEN AVENUE, SUITE 230		 3. Date of Earliest Transaction (Month/Day/Year)
12/20/2016
(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 Option $ 3.49 12/20/2016   A   6,250   02/21/2017 11/21/2026 Common Stock 6,250 $ 0 (1) 6,250 D  
Stock Option $ 3.49 12/20/2016   A   6,250   05/21/2017 11/21/2026 Common Stock 6,250 $ 0 (1) 12,500 D  
Stock Option $ 3.49 12/20/2016   A   6,250   08/21/2017 11/21/2026 Common Stock 6,250 $ 0 (1) 18,750 D  
Stock Option $ 3.49 12/20/2016   A   6,250   11/21/2017 11/21/2026 Common Stock 6,250 $ 0 (1) 25,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Benz Edward J. JR
99 HAYDEN AVENUE, SUITE 230
LEXINGTON, MA 02421		   X      

Signatures

 /s/ Edward J. Benz JR., MD   12/23/2016
**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 20, 2016 the Issuer approved the issuance of a Stock Option Grant to the Reporting Owner under its 2014 Equity Incentive Plan (the "Plan"). The Reporting Owner has the right to purchase 25,000 shares of common stock of the Issuer under the Plan at an exercise price based on the closing price on December 19, 2016 of $3.49. The Option vests one-quarter of the total grant for each quarter of service over the twelve-month period commencing on the grant date.

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