Insite Vision (INSV) SC 13D/A INSITE VISION / PINTO TECHNOLOGY VENTURES L P ownership change

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 3)

Under the Securities Exchange Act of 1934

INSITE VISION INCORPORATED

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

457660 10 8

(CUSIP Number)

EVAN MELROSE
PTV SCIENCES
221 WEST 6^TH STREET, SUITE 700
AUSTIN, TEXAS 78701
TELEPHONE: (512) 542-0010

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 26, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 457660 10 8 

1	NAME OF REPORTING PERSONS. I.R.S. Identification No(s). of above person(s) (entities only) Pinto Technology Ventures, L.P. I.R.S. ID No.: 27-0049242
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   x  (1)
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, United States of America
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,602,636 (2)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH:		10	SHARED DISPOSITIVE POWER
			8,602,636 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,602,636 (2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.0%(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) This Schedule 13D amendment is filed by Pinto Technology Ventures, L.P. (“Pinto LP”), Pinto Technology Ventures GP, L.P. (“Pinto GP”), Pinto TV GP Company LLC (“Pinto LLC”), Matthew S. Crawford (“Crawford”) and Evan S. Melrose (“Melrose” and, together with Pinto LP, Pinto GP, Pinto LLC, and Crawford, the “Reporting Persons”).

(2) As described in Item 5 below, Pinto LP holds 7,744,621 shares of Common Stock and 858,015 shares of Common Stock issuable pursuant to warrants. Pinto LLC serves as the sole general partner of Pinto GP, which serves as the sole general partner of Pinto LP. Pinto LLC and Pinto GP own no securities of the Issuer directly and share power to vote and dispose of the shares held by Pinto LP. Crawford and Melrose serve as managers of Pinto LLC and may be deemed to share power to vote and dispose of the shares held by Pinto LP; however, they disclaim beneficial ownership of the shares held by Pinto LP, except to the extent of their pecuniary interests therein. A warrant held by Pinto LP to purchase an aggregate of 1,636,363 shares of Common Stock of the Issuer, received in connection with that certain Subscription Agreement dated May 3, 2005, as amended May 26, 2005, expired unexercised on May 26, 2010.

(3) This percentage is calculated based upon 94,769,330 shares of Common Stock outstanding (as of August 2, 2010) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2010.

Page 2

CUSIP No. 457660 10 8 

1	NAME OF REPORTING PERSONS. I.R.S. Identification No(s). of above person(s) (entities only) Pinto Technology Ventures GP, L.P. I.R.S. ID No.: 27-0049236
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)    þ (1)
	(b)    o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, United States of America
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,602,636 (2)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH:		10	SHARED DISPOSITIVE POWER
			8,602,636 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,602,636 (2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.0%(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) This Schedule 13D amendment is filed by the Reporting Persons.

(2) As described in Item 5 below, Pinto LP holds 7,744,621 shares of Common Stock and 858,015 shares of Common Stock issuable pursuant to warrants. Pinto LLC serves as the sole general partner of Pinto GP, which serves as the sole general partner of Pinto LP. Pinto LLC and Pinto GP own no securities of the Issuer directly and share power to vote and dispose of the shares held by Pinto LP. Crawford and Melrose serve as managers of Pinto LLC and may be deemed to share power to vote and dispose of the shares held by Pinto LP; however, they disclaim beneficial ownership of the shares held by Pinto LP, except to the extent of their pecuniary interests therein. A warrant held by Pinto LP to purchase an aggregate of 1,636,363 shares of Common Stock of the Issuer, received in connection with that certain Subscription Agreement dated May 3, 2005, as amended May 26, 2005, expired unexercised on May 26, 2010.

(3) This percentage is calculated based upon 94,769,330 shares of Common Stock outstanding (as of August 2, 2010) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2010.

Page 3

CUSIP No. 457660 10 8 

1	NAME OF REPORTING PERSONS. I.R.S. Identification No(s). of above person(s) (entities only) Pinto TV GP Company LLC I.R.S. ID No.: 43-2059018
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ (1)
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, United States of America
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,602,636 (2)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH:		10	SHARED DISPOSITIVE POWER
			8,602,636 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,602,636 (2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.0%(3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) This Schedule 13D amendment is filed by the Reporting Persons.

(2) As described in Item 5 below, Pinto LP holds 7,744,621 shares of Common Stock and 858,015 shares of Common Stock issuable pursuant to warrants. Pinto LLC serves as the sole general partner of Pinto GP, which serves as the sole general partner of Pinto LP. Pinto LLC and Pinto GP own no securities of the Issuer directly and share power to vote and dispose of the shares held by Pinto LP. Crawford and Melrose serve as managers of Pinto LLC and may be deemed to share power to vote and dispose of the shares held by Pinto LP; however, they disclaim beneficial ownership of the shares held by Pinto LP, except to the extent of their pecuniary interests therein. A warrant held by Pinto LP to purchase an aggregate of 1,636,363 shares of Common Stock of the Issuer, received in connection with that certain Subscription Agreement dated May 3, 2005, as amended May 26, 2005, expired unexercised on May 26, 2010.

(3) This percentage is calculated based upon 94,769,330 shares of Common Stock outstanding (as of August 2, 2010) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2010.

Page 4

CUSIP No. 457660 10 8 

1	NAME OF REPORTING PERSONS. I.R.S. Identification No(s). of above person(s) (entities only) Matthew S. Crawford
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ (1)
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
		7	SOLE VOTING POWER
NUMBER OF			128,000
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,602,636 (2)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			128,000
WITH:		10	SHARED DISPOSITIVE POWER
			8,602,636 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,730,636 (2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.1% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) This Schedule 13D amendment is filed by the Reporting Persons.

(2) As described in Item 5 below, Pinto LP holds 7,744,621 shares of Common Stock and 858,015 shares of Common Stock issuable pursuant to warrants. Pinto LLC serves as the sole general partner of Pinto GP, which serves as the sole general partner of Pinto LP. Pinto LLC and Pinto GP own no securities of the Issuer directly and share power to vote and dispose of the shares held by Pinto LP. Crawford and Melrose serve as managers of Pinto LLC and may be deemed to share power to vote and dispose of the shares held by Pinto LP; however, they disclaim beneficial ownership of the shares held by Pinto LP, except to the extent of their pecuniary interests therein. A warrant held by Pinto LP to purchase an aggregate of 1,636,363 shares of Common Stock of the Issuer, received in connection with that certain Subscription Agreement dated May 3, 2005, as amended May 26, 2005, expired unexercised on May 26, 2010.

(3) This percentage is calculated based upon 94,769,330 shares of Common Stock outstanding (as of August 2, 2010) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2010.

Page 5

CUSIP No. 457660 10 8 

1	NAME OF REPORTING PERSONS. I.R.S. Identification No(s). of above person(s) (entities only) Evan S. Melrose
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   þ (1)
	(b)   o
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
		7	SOLE VOTING POWER
NUMBER OF			179,504
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			8,602,636 (2)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			179,504
WITH:		10	SHARED DISPOSITIVE POWER
			8,602,636 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,782,140 (2)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.2% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) This Schedule 13D amendment is filed by the Reporting Persons.

(2) As described in Item 5 below, Pinto LP holds 7,744,621 shares of Common Stock and 858,015 shares of Common Stock issuable pursuant to warrants. Pinto LLC serves as the sole general partner of Pinto GP, which serves as the sole general partner of Pinto LP. Pinto LLC and Pinto GP own no securities of the Issuer directly and share power to vote and dispose of the shares held by Pinto LP. Crawford and Melrose serve as managers of Pinto LLC and may be deemed to share power to vote and dispose of the shares held by Pinto LP; however, they disclaim beneficial ownership of the shares held by Pinto LP, except to the extent of their pecuniary interests therein. A warrant held by Pinto LP to purchase an aggregate of 1,636,363 shares of Common Stock of the Issuer, received in connection with that certain Subscription Agreement dated May 3, 2005, as amended May 26, 2005, expired unexercised on May 26, 2010.

(3) This percentage is calculated based upon 94,769,330 shares of Common Stock outstanding (as of August 2, 2010) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2010.

Page 6

     This Amendment No. 3 (the “Third Amendment”) amends certain information in the statement on Schedule 13D filed with the Securities and Exchange Commission on July 9, 2008, as amended on July 21, 2008 and September 26, 2008 (the “Schedule 13D”), by (i) Pinto Technology Ventures, L.P. (“Pinto LP”), (ii) Pinto Technology Ventures GP, L.P. (“Pinto GP”), (iii) Pinto TV GP Company LLC (“Pinto LLC”), (iv) Matthew S. Crawford (“Crawford”) and (v) Evan S. Melrose (“Melrose” and, together with Pinto LP, Pinto GP, Pinto LLC and Crawford, the “PTV Reporting Persons”) and Timothy McInerney (“McInerney”) with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of InSite Vision Incorporated, a Delaware corporation (the “Issuer”). As noted in the amendment filed on September 26, 2008, McInerney ceased to be a member of a “group” within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with the PTV Reporting Persons and, therefore, is not included in this Third Amendment. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2. Identity and Background

     ITEM 2 OF THE SCHEDULE 13D IS HEREBY AMENDED AND RESTATED AS FOLLOWS:

(a)	This Third Amendment is filed by Pinto LP, Pinto GP, Pinto LLC, Crawford and Melrose (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Third Amendment.
(b)	The address of the principal place of business of the Reporting Persons is 221 West 6th Street, Suite 700, Austin, Texas 78701.
(c)	The principal business of the Reporting Persons is venture capital investments.
(d)	During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Pinto LP is a Delaware limited partnership. Pinto GP is a Delaware limited partnership. Pinto LLC is a Delaware limited liability company. Each of Crawford and Melrose are citizens of the United States of America.

In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the managers and each other person controlling Pinto LLC, the general partner of Pinto GP and the general partner of Pinto LP (the “Listed Persons”), required by Item 2 of Schedule 13D is listed on Schedule I hereto and is incorporated by reference herein.

Page 7

CUSIP No. 457660 10 8

Item 5. Interest in Securities of the Issuer

     ITEM 5 OF THE SCHEDULE 13D IS HEREBY AND RESTATED AS FOLLOWS:

     The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of August 31, 2010:

	Shares		Options		Warrants		Sole		Shared		Sole		Shared
	Held		Held		Held		Voting		Voting		Dispositive		Dispositive		Beneficial		Percentage of
Reporting Persons	Directly		Directly		Directly		Power		Power (1)		Power		Power (1)		Ownership		Class (2)
Pinto LP		7,744,621		0		858,015		0		8,602,636		0		8,602,636		8,602,636		9.00	%
Pinto GP		0		0		0		0		8,602,636		0		8,602,636		8,602,636		9.00	%
Pinto LLC		0		0		0		0		8,602,636		0		8,602,636		8,602,636		9.00	%
Crawford		128,000		0		0		128,000		8,602,636		128,000		8,602,636		8,730,636		9.13	%
Melrose		149,504		30,000		0		179,504		8,602,636		179,504		8,602,636		8,782,140		9.18	%

(1)

Pinto LLC serves as the sole general partner of Pinto GP, which serves as the sole general partner of Pinto LP. Pinto LLC and Pinto GP own no securities of the Issuer directly and share power to vote and dispose of the shares held by Pinto LP. Crawford and Melrose serve as managers of Pinto LLC and may be deemed to share power to vote and dispose of the shares held by Pinto LP; however, they disclaim beneficial ownership of the shares held by Pinto LP, except to the extent of their pecuniary interests therein.

(2)

This percentage is calculated based upon 94,769,330 shares of Common Stock outstanding (as of August 2, 2010) as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2010.

Item 7.   Material to Be Filed as Exhibits

ITEM 7   OF THE SCHEDULE 13D IS HEREBY AMENDED AND RESTATED AS FOLLOWS:

     A. Agreement regarding filing of joint Schedule 13D, dated July 9, 2008, by the Reporting Persons, filed on July 9, 2008.

Page 8

CUSIP No. 457660 10 8

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 31, 2010

PINTO TECHNOLOGY VENTURES, L.P.

By:	Pinto Technology Ventures GP, L.P.
Its:	General Partner
By:	Pinto TV GP Company LLC
Its:	General Partner
By:	/s/ Evan S. Melrose
Name:	Evan S. Melrose
	Manager
PINTO TECHNOLOGY VENTURES GP, L.P.
By:	Pinto TV GP Company LLC
Its:	General Partner
By:	/s/ Evan S. Melrose
Name:	Evan S. Melrose
	Manager
PINTO TV GP COMPANY LLC
By:	/s/ Evan S. Melrose
Name:	Evan S. Melrose
	Manager
/s/ Matthew S. Crawford
Matthew S. Crawford
/s/ Evan S. Melrose
Evan S. Melrose

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Page 9

CUSIP No. 457660 10 8

SCHEDULE I

Matthew S. Crawford
c/o PTV Sciences
221 West 6^th Street, Suite 700
Austin, Texas 78701
Principal Occupation: Principal of venture capital investment partnerships
Citizenship: United States of America

Evan S. Melrose
c/o PTV Sciences
221 West 6^th Street, Suite 700
Austin, Texas 78701
Principal Occupation: Principal of venture capital investment partnerships
Citizenship: United States of America

Page 10

CUSIP No. 457660 10 8

EXHIBIT INDEX

A. Agreement regarding filing of joint Schedule 13D, dated July 9, 2008, by the Reporting Persons, filed on July 9, 2008.

Page 11