Lee Kenneth B JR Form 4 Clearside Biomedical / Clay Thorp 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^*

Hatteras Venture Advisors III, LLC

(Last) (First) (Middle)

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM NC 27701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clearside Biomedical, Inc. [ CLSD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2016

4. 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 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	06/07/2016		C		1,598,219(1)	A	(2)	1,654,242	I	See Footnotes(3)
Common Stock	06/07/2016		X		21,705	A	$0.022	1,675,947	I	See Footnotes(3)
Common Stock	06/07/2016		S(4)		69	D	$7	1,675,878	I	See Footnotes(3)
Common Stock	06/07/2016		P		107,142	A	$7	1,783,020	I	See Footnotes(3)(5)

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 A Preferred Stock	(2)	06/07/2016		C			2,035,907	(2)	(2)	Common Stock	925,411(2)	$0.00	0	I	See Footnotes(3)(6)
Series A-1 Preferred Stock	(2)	06/07/2016		C			689,388	(2)	(2)	Common Stock	313,357(2)	$0.00	0	I	See Footnotes(3)(7)
Series B Preferred Stock	(2)	06/07/2016		C			432,940	(2)	(2)	Common Stock	196,790(2)	$0.00	0	I	See Footnotes(3)(8)
Series C Preferred Stock	(2)	06/07/2016		C			337,898	(2)	(2)	Common Stock	162,661(2)	$0.00	0	I	See Footnotes(3)(9)
Warrant to Purchase Common Stock (right to buy)	$0.022	06/07/2016		X			19,900	04/28/2014	(10)	Common Stock	19,900	$0.00	0	I	By Hatteras Venture Partners III, LP(3)(11)
Warrant to Purchase Common Stock (right to buy)	$0.022	06/07/2016		X			1,805	04/28/2014	(10)	Common Stock	1,805	$0.00	0	I	By Hatteras Venture Affiliates III, LP(3)(12)

1. Name and Address of Reporting Person^*

Hatteras Venture Advisors III, LLC

(Last) (First) (Middle)

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM NC 27701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hatteras Ventures Partners III LP

(Last) (First) (Middle)

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM NC 27701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hatteras Venture Affiliates III Lp

(Last) (First) (Middle)

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM NC 27701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crumpler John

(Last) (First) (Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM NC 27701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Reed Douglas MD

(Last) (First) (Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM NC 27701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LEE KENNETH B JR

(Last) (First) (Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM NC 27701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

INGRAM ROBERT ALEXANDER

(Last) (First) (Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM NC 27701

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Thorp Clay

(Last) (First) (Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM NC 27701

(City) (State) (Zip)

Explanation of Responses:

1. The total represents shares received upon conversion of shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series B Preferred Stock and Series C Preferred Stock.

2. Effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock automatically converted into 0.454545 shares of the Issuer's common stock, and each share of Series C Preferred Stock automatically converted into 0.4814 shares of the Issuer's common stock. The Preferred Stock had no expiration date.

3. The reportable securities are owned directly by Hatteras Venture Partners III, LP ("HVP") and Hatteras Venture Affiliates III, LP ("HVA"). Hatteras Venture Advisors III, LLC is the general partner of HVP and HVA (the "GP"). The shares directly held by HVP and HVA are indirectly held by the individual managing members of GP (each, a "GP Managing Member" and collectively, the "GP Managing Members"). The GP Managing Members are John Crumpler, Clay Thorp, Ken Lee, Douglas Reed and Robert Ingram. The GP Managing Members may share voting and dispositive power over the securities directly held by HVP and HVA. Each GP Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any GP Managing Member is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

4. On June 7, 2016, HVP and HVA exercised warrants to purchase an aggregate of 21,705 shares of Issuer's common stock for $0.022 per share. HVP and HVA paid the exercise price on a cashless basis, resulting in the Issuer's withholding of an aggregate of 69 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 21,636 shares.

5. HVP holds 1,634,603 shares and HVA holds 148,417 shares of the Issuer's Common Stock directly.

6. HVP held 1,866,418 shares and HVA held 169,489 shares of the Issuer's Series A Preferred Stock directly

7. HVP held 631,997 shares and HVA held 57,391 shares of the Issuer's Series A-1 Preferred Stock directly.

8. HVP held 396,920 shares and HVA held 36,020 shares of the Issuer's Series B Preferred Stock directly.

9. HVP held 309,768 shares and HVA held 28,130 shares of the Issuer's Series C Preferred Stock directly.

10. This warrant would have expired upon the closing of the Issuer's initial public offering.

11. The reportable securities were owned directly by HVP.

12. The reportable securities are owned directly by HVA.

Remarks:

	/s/ Brian F. Leaf, Attorney-in-Fact for Hatteras Venture Advisors III, LLC	06/07/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Hatteras Venture Advisors III, LLC, the general partner of Hatteras Venture Partners III, LP	06/07/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Hatteras Venture Advisors III, LLC, the general partner of Hatteras Venture Affiliates III, LP	06/07/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for John Crumpler	06/07/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Douglas Reed	06/07/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Kenneth Lee	06/07/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Robert Ingram	06/07/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Clay Thorp	06/07/2016
	** Signature of Reporting Person	Date
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