Jonathan Silverstein Form 4 AVEDRO / JONATHAN SILVERSTEIN ownership change

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^*

SILVERSTEIN JONATHAN

(Last) (First) (Middle)

C/O AVEDRO, INC.

201 JONES ROAD

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AVEDRO INC [ AVDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019

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
Common Stock	02/19/2019		C		3,370,786	A	(1)	3,523,204	I	See Footnote(2)(3)
Common Stock	02/19/2019		C		333,178	A	(1)	3,856,382	I	See Footnote(2)(3)
Common Stock	02/19/2019		C		383,746	A	(1)	4,240,128	I	See Footnote(2)(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series AA Convertible Preferred Stock	(1)	02/19/2019		C			3,370,786	(1)	(1)	Common Stock	3,370,786	$0.00	0	I	See Footnote(2)(3)
Series BB Convertible Preferred Stock	(1)	02/19/2019		C			333,178	(1)	(1)	Common Stock	333,178	$0.00	0	I	See Footnote(2)(3)
Series CC Convertible Preferred Stock	(1)	02/19/2019		C			383,746	(1)	(1)	Common Stock	383,746	$0.00	0	I	See Footnote(2)(3)
Stock Option (right to buy)	$12.73	02/19/2019		A		8,314		(4)	01/08/2029	Common Stock	8,314	$0.00	8,314	D

Explanation of Responses:

1. Each share of Series AA Convertible Preferred Stock, Series BB Convertible Preferred Stock and Series CC Convertible Preferred Stock was convertible at any time, at the option of the holder, into Common Stock, on a one-for-one basis, had no expiration date and converted into shares of Common Stock upon the closing of the Issuer's initial public offering.

2. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a member of Advisors.

3. Each of GP VI, Advisors, and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

4. One hundred percent (100%) of the shares subject to the option shall vest on the earlier of (x) June 1, 2020 and (y) the first anniversary of the first annual meeting of the Issuer's stockholders following the Issuer's initial public offering, subject to the Reporting Person continuing to provide service through such date.

Remarks:

	/s/ Paul S. Bavier, Attorney-in-Fact	02/19/2019
	** 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).
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