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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Lockshin Curtis
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2017
3. Issuer Name and Ticker or Trading Symbol
Xenetic Biosciences, Inc. [XBIO]
(Last)
(First)
(Middle)
99 HAYDEN AVENUE, SUITE 230
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LEXINGTON, MA 02421
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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option 03/03/2015 12/31/2024 Common Stock 4,849 $ 0 (1) D  
Stock Option 03/03/2016 12/31/2024 Common Stock 4,849 $ 0 (1) D  
Stock Option 03/03/2017 12/31/2024 Common Stock 4,848 $ 0 (1) D  
Stock Option 09/06/2016 09/06/2025 Common Stock 5,051 $ 0 (2) D  
Stock Option 09/06/2017 09/06/2025 Common Stock 5,050 $ 0 (2) D  
Stock Option 09/06/2018 09/06/2025 Common Stock 5,050 $ 0 (2) D  
Stock Option 01/01/2018 01/01/2027 Common Stock 58,334 $ 0 (3) D  
Stock Option 01/01/2019 01/01/2027 Common Stock 58,333 $ 0 (3) D  
Stock Option 01/01/2020 01/01/2027 Common Stock 58,333 $ 0 (3) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lockshin Curtis
99 HAYDEN AVENUE
SUITE 230
LEXINGTON, MA 02421
      Chief Scientific Officer  

Signatures

/s/ Curtis Lockshin 01/06/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On December 31, 2014 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 14,545 shares of common stock of the Issuer under the Plan at an exercise price of $4.59. The Option has a ten-year life from its grant date. The Option vests one-third on March 3, 2015, one-third on March 3, 2016 and one-third on March 3, 2017.
(2) September 6, 2015 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 15,152 shares of common stock of the Issuer under the Plan at an exercise price of $4.59. The Option has a ten-year life and vests one-third upon the first anniversary of the grant date, one-third upon the second anniversary of the grant date and one-third on the third anniversary of the grant date.
(3) On January 1, 2017 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 175,000 shares of common stock of the Issuer under the Plan at an exercise price based on the closing price on December 30, 2016 of $4.30. The Option has a ten-year life and vests one-third upon the first anniversary of the grant date, one-third upon the second anniversary of the grant date and one-third on the third anniversary of the grant date. Pursuant to an Employment contract between the Issuer and Reporting Owner, the Reporting Owner may not exercise one-half (87,500) of the shares under the Stock Option Grant if and until the Issuer receives shareholder approval to increase the number of shares authorized under the Plan or until a new plan is approved by the shareholders sufficient to cover the 87,500 shares.

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