Vivani Medical (VANI) Form 4 SECOND SIGHT MEDICAL PRODUCTS / Jonathan Will McGuire 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^*

McGuire Jonathan Will

(Last) (First) (Middle)

12744 SAN FERNANDO ROAD

SUITE 400

(Street)

SYLMAR CA 91342

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SECOND SIGHT MEDICAL PRODUCTS INC [ EYES ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2018

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	03/08/2018	03/08/2018	M		11,875(1)	A	$1.73	93,214	D
Common Stock	03/09/2018		D		4,216	D	$1.69	88,998(2)	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
Non-Qualified Stock Option (right to buy)	$2.06							01/04/2019	01/04/2028	Common Stock	450,000		450,000	D
Warrant to Purchase Common Stock	$1.47							03/14/2017	03/14/2022	Common Stock	6,794		6,794	D
Non-Qualified Stock Option (right to buy)	$1.97							01/03/2018(3)	01/03/2027	Common Stock	571,330		571,330	D
Non-Qualified Stock Option (right to buy)	$4.1							01/21/2017(3)	01/21/2026	Common Stock	21,290		21,290	D
Non-Qualified Stock Option (right to buy)	$12.43							08/17/2016(3)	08/17/2025	Common Stock	420,000		420,000	D
Restricted Stock Unit (RSU)	(4)	03/08/2018	03/08/2018	M			11,875	08/17/2016(3)	08/17/2019	Common Stock	190,000	(5)	71,250	D

Explanation of Responses:

1. 11,875 shares of common stock acquired upon quarterly vesting of Restricted Stock Units (RSUs).

2. 4,216 shares were sold to satisfy the tax withholding requirements on vesting of RSUs.

3. Options and RSUs vest over a 4 year term, with 25% vesting on the Date Exercisable as set forth in this Form 4 and thereafter vesting in 12 equal quarterly installments of 6.25%.

4. Each restricted stock unit represents a contingent right to receive one share of common stock of the Company.

5. Not Applicable.

	/s/ Jonathan Will McGuire	03/12/2018
	** 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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