Cagle Gerald D. Form 4 Clearside Biomedical / Gerald D. Cagle 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^*

Cagle Gerald D.

(Last) (First) (Middle)

C/O CLEARSIDE BIOMEDICAL, INC.

1220 OLD ALPHARETTA ROAD, SUITE 300

(Street)

ALPHARETTA GA 30005

(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)

X	Director	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)

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	06/07/2016		C		4,261(1)	A	(2)	5,473	D
Common Stock	06/07/2016		X		470	A	$0.022	5,943	D
Common Stock	06/07/2016		S(3)		2	D	$7	5,941	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
Series B Preferred Stock	(2)	06/07/2016		C			9,375	(2)	(2)	Common Stock	4,261	$0.00	0	D
Warrant to Purchase Common Stock (right to buy)	$0.022	06/07/2016		X			470	04/28/2014	(4)	Common Stock	470	$0.00	0	D

Explanation of Responses:

1. Represents shares received upon conversion of shares of Series B Preferred Stock.

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

3. On June 7, 2016, the reporting person exercised a warrant to purchase 470 shares of Issuer's common stock for $0.022 per share. The reporting person paid the exercise price on a cashless basis, resulting in the issuer's withholding of 2 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 468 shares.

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

Remarks:

	/s/ Brian F. Leaf, Attorney-in-Fact	06/07/2016
	** 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).
** 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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