John E Gebhart Form 4 ACUCELA / JOHN E GEBHART 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^*

GEBHART JOHN E

(Last) (First) (Middle)

C/O ACUCELA INC.

1301 SECOND 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016

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)	11/01/2016		M		7,473	A	(2)	16,000	D
Common Stock(1)	11/01/2016		F		3,135(3)	D	$9.54	12,865	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
Restricted Stock Unit	(2)	11/01/2016		M			7,473	(4)	(4)	Common Stock	7,473	$0	224,182	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. Each restricted stock unit (RSU) represents a contingent right to receive (1) share of the issuer's common stock upon settlement. This transaction represents the settlement of RSUs in shares of common stock on their scheduled vesting date.

3. The reported shares were withheld to cover the reporting person's tax liability in connection with the vesting of RSUs. These shares were not sold by the reporting person.

4. On May 1, 2015, the reporting person was granted 358,692 RSUs, four year vesting period, with twenty-five percent (25%) of the RSUs vesting on 5/1/2016, and the remainder vesting thereafter on a monthly pro-rata basis, such that 100% of the RSUs are vested on 5/1/2019, subject to the reporting person's continued employment through the applicable vesting date.

Remarks:

	/s/ John Gebhart	11/02/2016
	** 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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