Loumeau Eric J Form 4 OTONOMY / ERIC J LOUMEAU 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^*

LOUMEAU ERIC J

(Last) (First) (Middle)

C/O OTONOMY, INC.

4796 EXECUTIVE DRIVE

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OTONOMY, INC. [ OTIC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
GC & Chief Compliance Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2017

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	12/01/2015		A		648	A	$20.37	648(1)	D
Common Stock	06/01/2016		A		1,021	A	$13.13	1,669(1)	D
Common Stock	12/01/2016		A		647	A	$13.05	2,316(1)	D
Common Stock	06/01/2017		A		1,206	A	$11.43	3,522(1)	D
Common Stock	06/23/2017		S(2)		2,316	D	$18.5	1,206	D
Common Stock	06/26/2017		S(2)		1,206	D	$18.75	0	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
Employee Stock Option (right to buy)	$31.59							(3)	05/15/2025	Common Stock	100,000		100,000	D
Employee Stock Option (right to buy)	$14.44							(4)	03/01/2026	Common Stock	70,000		70,000	D
Employee Stock Option (right to buy)	$14							(5)	03/06/2027	Common Stock	50,000		50,000	D

Explanation of Responses:

1. Acquired pursuant to the Issuer's 2014 Employee Stock Purchase Plan.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

3. One-fourth of the shares subject to the option vested on May 15, 2016, and one forty-eighth of the shares vest monthly thereafter.

4. One-fourth of the shares subject to the option vested on March 1, 2017 and one forty-eighth of the shares vest monthly thereafter.

5. One-fourth of the shares subject to the option vest on March 6, 2018 and one forty-eighth of the shares vest monthly thereafter.

Remarks:

	/s/ Eric J. Loumeau	06/27/2017
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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