| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol OCULAR THERAPEUTIX, INC [ OCUL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/13/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $0.0001 par value per share | 03/13/2020 | P | 210,800 | A | $4.6299(3) | 4,015,588(1)(2) | I(1)(2) | By Family Client(1)(2) | ||
| Common Stock, $0.0001 par value per share | 03/16/2020 | P | 194,262 | A | $4.1553(3) | 4,209,850(1)(2) | I(1)(2) | By Family Client(1)(2) | ||
| Common Stock, $0.0001 par value per share | 03/17/2020 | P | 550,000 | A | $4.6598(3) | 4,759,850(1)(2) | I(1)(2) | By Family Client(1)(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. Reporting Person is a family office of the same family under Investment Advisers Act of 1940 Rule 202(a)(11)(G)-1 (the "Family Office Rule"). Pursuant to investment management agreements ("IMAs") between itself and its "Family Clients" (as defined in the Family Office Rule), Reporting Person exercises voting and dispositive power with respect to the Issuer's common stock, par value $0.0001 per share, held by each of the Family Clients. The Reporting Person also reports beneficial ownership pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended, pursuant to a Schedule 13D previously filed with the Securities and Exchange Commission on March 4, 2019, as amended. |
| 2. Represents securities beneficially owned by Reporting Person through an IMA entered into with a Family Client. The securities as to which this Form 4 is filed by Reporting Person are owned of record by Cap 1 LLC, a Family Client of Reporting Person ("Cap 1"). Cap 1 is wholly owned by Crystal Fiduciary Company, LLC, as Trustee of the AR Irrevocable Trust. Reporting Person has no pecuniary interest in the securities beneficially owned by the Family Clients of Reporting Person. |
| 3. Represents the weighted averages set forth in this line item. On March 13, 2020, the Reporting Person acquired 210,800 shares of Common Stock at a weighted average price of $4.6299. On March 16, 2020, the Reporting Person acquired 194,262 shares of Common Stock at a weighted average price of $4.1553. On March 17, 2020, the Reporting Person acquired 550,000 shares of Common Stock at a weighted average price of $4.6598. Upon request by the SEC staff, the issuer or a security holder of the issuer, the Reporting Person will provide full information regarding the number of shares of Common Stock purchased or sold at each separate price, and the range of prices for the transactions reported on this Form 4. |
| /s/ Richard A. Silberberg, Chief Operating Officer | 03/17/2020 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
