Kubota Pharmaceutical (KBBTF) Form 4 ACUCELA / EDWARD H DANSE 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^*

DANSE EDWARD H

(Last) (First) (Middle)

C/O ACUCELA INC.

1301 2ND AVE., SUITE 4200

(Street)

SEATTLE WA 98101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ACUCELA INC. [ M?????? ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2016

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(1)	08/18/2016		M		75,101	A	$5.48	181,493	D
Common Stock(1)	08/18/2016		S		75,101(2)	D	$10.81(2)	106,392	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)	$5.48(3)	08/18/2016		M			75,101	(4)	05/01/2025	Common Stock(1)	75,101	$0	165,222	D

Explanation of Responses:

1. The issuer's common stock trades on the Tokyo Stock Exchange under the symbol referenced in the issuer's registration statement on Form S-1 (File No. 333-192900).

2. The shares were sold at a price of 1082 Japanese Yen. The U.S. per share price in this Column 4 reflects the average of the buy and sell Japanese Yen-to U.S. Dollar exchange rates on the transaction date divided by the number of shares sold. These shares were sold in multiple transactions at prices ranging from 1054 to 1120 Japanese Yen, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. The exercise price of the stock options is the closing price of the Issuer's common stock on May 7, 2015, which is the first trading day of the Issuer's common stock on the Tokyo Stock Exchange following the May 1, 2015 grant date.

4. Twenty-five percent (25%) of the shares subject to the option vest on 5/1/2016, and the remaining 75% of the shares subject to the option vest on a monthly basis over the following three years, with 100% vested and exercisable on 5/1/2019, subject to the optionee's provision of service to the Issuer on each such vesting date.

Remarks:

	/s/ John Gebhart as attorney-in-fact for Edward Danse	08/18/2016
	** 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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