Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
Kogan Yakov
  2. Issuer Name and Ticker or Trading Symbol
CLEVELAND BIOLABS INC [CBLI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
COO, Secretary
(Last)
(First)
(Middle)
73 HIGH STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2010
(Street)

BUFFALO,, NY 14203
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

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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
Employee Stock Options (Right to Buy) $ 8.36             04/06/2007 04/05/2017 Common Stock 37,500   37,500 D  
Employee Stock Options (Right to Buy) $ 4             02/04/2008 02/03/2018 Common Stock 137,250   137,250 D  
Employee Stock Options (Right to Buy) (1) $ 3.79             03/01/2010 02/02/2010 Common Stock 30,000   30,000 I By Spouse
Employee Stock Options (Right to Buy) $ 3.44             05/18/2010 05/17/2020 Common Stock 105,000   105,000 D  
Employee Stock Options (Right to Buy) (1) $ 3.91             08/18/2010 08/17/2020 Common Stock 3,856   3,856 I By Spouse
Employee Stock Options (Right to Buy) (2) $ 6.09 11/17/2010   A   4,255   11/17/2010 11/16/2020 Common Stock 4,255 $ 0 4,255 I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kogan Yakov
73 HIGH STREET
BUFFALO,, NY 14203
  X     COO, Secretary  

Signatures

 /s/ Yakov Kogan   11/22/2010
**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) Effective March 1, 2010, Cleveland BioLabs, Inc. hired Leah Brownlee as an employee. Ms. Brownlee is the spouse of the reporting person. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2) On November 17, 2010, with the approval of the Compensation Committee, Cleveland BioLabs, Inc. issued stock options to Ms. Brownlee.

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