SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Dalhouse Warner (Last) (First) (Middle) C/O LUNA INNOVATIONS INCORPORATED 1 RIVERSIDE CIRCLE, SUITE 400 (Street) ROANOKE VA 24016 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 11/13/2012
	4. If Amendment, Date of 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

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

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 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: 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
Common Stock Option (Right to Buy)	$1.69(1)	11/13/2012		A		54,356(2)		(3)	11/13/2022	Common Stock	54,356	$0	54,356	D

Explanation of Responses:

1. The exercise price is equal to the closing price of the issuer's common stock on the Nasdaq Capital Market on the date of grant, November 13, 2012.

2. This grant was made pursuant to the issuer's non-employee director compensation policy. The reporting person was initially awarded an option to purchase 120,000 shares of common stock upon his initial election to the issuer's board of directors on January 12, 2010. That option continues to vest through January 12, 2013. The reporting person was subsequently re-elected to the board for a term that continues through the issuer's 2014 annual meeting of stockholders. The number of shares underlying the option grant reported on this Form 4 is equal to 120,000 shares, which would be the grant for a full three-year term, prorated for the number of days between January 12, 2013 and the expected date of the 2014 annual meeting of stockholders.

3. The option will vest in equal monthly installments of 3,882 shares beginning on February 12, 2013, with a final installment of 8 shares vesting on the date of the 2014 annual meeting of stockholders, in each case subject to the reporting person's continued service as a director of the issuer on the applicable vesting date.

	/s/ Talfourd H. Kemper Jr. , Attorney -in-Fact	11/15/2012
	** Signature of Reporting Person	Date
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).
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