SEC Form 3

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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1. Name and Address of Reporting Person* CHV II, L.P. (Last) (First) (Middle) 101 SOUTH HANLEY ROAD, SUITE 200 (Street) CLAYTON MO 63105 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/24/2014	3. Issuer Name and Ticker or Trading Symbol OCULAR THERAPEUTIX, INC [ OCUL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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)

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: 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
Series D Preferred Stock	(1)	(1)	Common Stock	1,693,767	(1)	D(3)(4)
Series D-1 Preferred Stock	(2)	(2)	Common Stock	252,525	(2)	D(3)(4)

1. Name and Address of Reporting Person* CHV II, L.P. (Last) (First) (Middle) 101 SOUTH HANLEY ROAD, SUITE 200 (Street) CLAYTON MO 63105 (City) (State) (Zip)

1. Name and Address of Reporting Person* Ascension Health Ventures II, LLC (Last) (First) (Middle) D/B/A ASCENSION VENTURES II, LLC 101 SOUTH HANLEY ROAD, SUITE 200 (Street) CLAYTON MO 63105 (City) (State) (Zip)

Explanation of Responses:

1. CHV II, L.P. ("CHV II") directly holds shares of Series D Preferred Stock, currently convertible into 1,693,767 shares of Common Stock, which will automatically be converted into shares of Common Stock immediately upon the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. These shares have no expiration date.

2. CHV II directly holds shares of Series D-1 Preferred Stock, currently convertible into 252,525 shares of Common Stock, which will automatically be converted into shares of Common Stock immediately upon the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. These shares have no expiration date.

3. These shares are owned directly by CHV II. Ascension Health Ventures II, LLC ("AHV II") is the general partner of CHV II and may be deemed to beneficially own the shares held by CHV II. AHV II disclaims beneficial ownership of shares held by CHV II except to the extent of any pecuniary interest therein.

4. AHV II is a wholly owned subsidiary of AHV Holding Company, LLC ("Holding"), which is a wholly owned subsidiary of Ascension. Decision-making authority for CHV II investment activity resides with the Board of Managers of AHV II and is not influenced by Holding or Ascension. As such, Holding and Ascension are not reporting entities for this filing and disclaim beneficial ownership of shares held by CHV II except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Matthew I. Hermann, Senior Managing Director, Ascension Ventures II, LLC, General Partner of CHV II, L.P.	08/08/2014
	** Signature of Reporting Person	Date
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