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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROEDEL RICHARD
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)
(Last)          (First)          (Middle)

C/O LUNA INNOVATIONS INCORPORATED, 301 1ST STREET SW, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

5/10/2022
(Street)

ROANOKE, VA 24011
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/12/2022  M  40000 A$1.63 260469 (1)I By Spousal Trust (2)
Common Stock 5/12/2022  M  17096 A$1.63 277565 I By Spousal Trust (2)
Common Stock         237573 I By Profit Sharing Plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Units  (3)5/10/2022  A   21200 (4)    (5) (5)Common Stock 21200.0 $0 28496.22 D  
Common Stock Option (Right to Buy) $1.63 5/12/2022  M     40000   (6)5/22/2022 Common Stock 40000.0 $0 40000 (7)I By spousal trust (2)
Common Stock Option (Right to Buy) $1.63 5/12/2022  M     17096   (6)5/22/2022 Common Stock 17096.0 $0 17096 (7)I By spousal trust (2)
Stock Units  (3)           (8) (8)Common Stock 296478.26  296478.26 I By spousal trust 

Explanation of Responses:
(1) Subsequent to the Reporting Person's most recent Form 4 reporting holdings of Common Stock, the Reporting Person's spouse transferred 220,469 shares of common stock to a Spousal Lifetime Access Trust (SLAT).
(2) The Reporting Person's spouse is trustee of the SLAT. The beneficiaries of the SLAT are the Reporting Person's spouse and children. The Reporting Person disclaims beneficial ownership of the securities held by the SLAT.
(3) Consists of stock units that are convertible into issuer's common stock on a 1-for-1 basis.
(4) This grant was awarded in connection with Mr. Roedel's service as chairman of the board of directors, pursuant to the issuer's non-employee director compensation policy. The number of stock units awarded is equal to $113,000 divided by $5.33, the closing price of the issuer's stock on the Nasdaq Capital Market on May 10, 2022, the date of grant.
(5) The stock units vest upon the earlier of the one year anniversary of the grant date or the issuer's annual meeting of stockholders and, subject to vesting, will 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 date selected by the Reporting Person. The stock units have no expiration date.
(6) Shares are fully vested and exercisable.
(7) The Reporting Person transferred these options to his spouse as a gift on June 15, 2018. On September 16, 2021, the Reporting Person's spouse transferred these stock options to the SLAT.
(8) 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 Period's termination of service, a change in control of the issuer, an unforeseeable emergency, or a fixed date selected by the Reporting Person. The units have no expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ROEDEL RICHARD
C/O LUNA INNOVATIONS INCORPORATED
301 1ST STREET SW, SUITE 200
ROANOKE, VA 24011
X



Signatures
/s/ Scott A. Graeff, Attorney-In-Fact5/12/2022
**Signature of Reporting PersonDate


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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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