Geoffrey M Duyk Form 4 AERIE PHARMACEUTICALS / GEOFFREY M DUYK 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^*

DUYK GEOFFREY M

(Last) (First) (Middle)

C/O TPG GLOBAL, LLC

301 COMMERCE STREET, SUITE 3300

(Street)

FORT WORTH TX 76102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AERIE PHARMACEUTICALS INC [ AERI ]

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)
02/14/2017

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	02/14/2017		M		6,667	A	$19.5	10,067	D
Common Stock	02/14/2017		F		2,770	D	$46.95	7,297	D
Common Stock	02/14/2017		M		10,000	A	$32.3	17,297	D
Common Stock	02/14/2017		F		6,880	D	$46.95	10,417	D
Common Stock	02/14/2017		M		13,500	A	$17.55	23,917	D
Common Stock	02/14/2017		F		5,047	D	$46.95	18,870	D
Common Stock	02/14/2017		M		28,000	A	$3.15	46,870	D
Common Stock	02/14/2017		F		1,879	D	$46.95	44,991	D
Common Stock	02/14/2017		S		20,795	D	$46.4563(1)	24,196	D
Common Stock	02/15/2017		S		20,796	D	$46.8089(2)	3,400	D

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
Stock Option (right to buy)	$19.5	02/14/2017		M			6,667	(3)	06/08/2026	Common Stock	6,667	$0.00	3,333(3)	D
Stock Option (right to buy)	$32.3	02/14/2017		M			10,000	(4)	04/10/2025	Common Stock	10,000	$0.00	0	D
Stock Option (right to buy)	$17.55	02/14/2017		M			13,500	(5)	06/11/2024	Common Stock	13,500	$0.00	0	D
Stock Option (right to buy)	$3.15	02/14/2017		M			28,000	(6)	09/12/2023	Common Stock	28,000	$0.00	0	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $46.20 to $47.05, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $46.20 to $47.45, inclusive. The reporting person undertakes to provide the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. This option vested ratably on each of the first eight monthly anniversaries of June 8, 2016 and, subject to the reporting person's continued service on the board of directors of the issuer through the applicable vesting date, is scheduled to vest ratably on each of the following four monthly anniversaries of such date.

4. This option vested ratably on each of the first 12 monthly anniversaries of April 10, 2015.

5. This option vested fully on June 11, 2015.

6. This option vested ratably on each of the first 36 monthly anniversaries of September 12, 2013.

Remarks:

	/s/ Richard J. Rubino, Attorney-in-Fact for Geoffrey M. Duyk	02/16/2017
	** 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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