SEC Filing | Ocular Therapeutix, Inc.

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SEC FORM 4 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

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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^*

Warden Charles M

(Last)

(First)

(Middle)

C/O OCULAR THERAPEUTIX, INC.

36 CROSBY DRIVE, SUITE 101

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OCULAR THERAPEUTIX, INC [ OCUL ]

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)
07/30/2014

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/30/2014		C		2,944,993	A	$0.00⁽¹⁾	2,944,993	I	See Footnote⁽²⁾
Common Stock	07/30/2014		C		17,391	A	$0.00⁽¹⁾	17,391	I	See Footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/30/2014		C			198,826	⁽¹⁾	⁽¹⁾	Common Stock	75,313	$0.00	0	I	See Footnote⁽²⁾
Series A Preferred Stock	⁽¹⁾	07/30/2014		C			1,174	⁽¹⁾	⁽¹⁾	Common Stock	445	$0.00	0	I	See Footnote⁽³⁾
Series B Preferred Stock	⁽¹⁾	07/30/2014		C			1,619,102	⁽¹⁾	⁽¹⁾	Common Stock	613,296	$0.00	0	I	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	07/30/2014		C			9,563	⁽¹⁾	⁽¹⁾	Common Stock	3,622	$0.00	0	I	See Footnote⁽³⁾
Series C Preferred Stock	⁽¹⁾	07/30/2014		C			2,433,816	⁽¹⁾	⁽¹⁾	Common Stock	921,900	$0.00	0	I	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	07/30/2014		C			14,372	⁽¹⁾	⁽¹⁾	Common Stock	5,444	$0.00	0	I	See Footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	07/30/2014		C			3,523,039	⁽¹⁾	⁽¹⁾	Common Stock	1,334,484	$0.00	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	07/30/2014		C			20,804	⁽¹⁾	⁽¹⁾	Common Stock	7,880	$0.00	0	I	See Footnote⁽³⁾

Explanation of Responses:

1. Each share of Series A, Series B, Series C and Series D Preferred Stock converted into Common Stock on a 2.64-for-one basis upon the closing of the Issuer's initial public offering of common stock for no additional consideration. The preferred stock had no expiration date.

2. The securities are directly held by Versant Venture Capital III, L.P. Versant Ventures III, LLC is the general partner of Versant Venture Capital III, L.P. The Reporting Person is a managing member of Versant Ventures III, LLC and disclaims beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein.

3. The securities are directly held by Versant Side Fund III, L.P. Versant Ventures III, LLC is the general partner of Versant Side Fund III, L.P. The Reporting Person is a managing member of Versant Ventures III, LLC and disclaims beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein.

Remarks:

	/s/ Brad Smith as Attorney-in-Fact for Charles M. Warden	07/31/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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