Insite Vision (INSV) Form 4 INSITE VISION / CRAIG A TOOMAN 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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X

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^*

TOOMAN CRAIG A

(Last) (First) (Middle)

965 ATLANTIC AVE

(Street)

ALAMEDA CA 94501

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INSITE VISION INC [ INSV ]

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)
11/02/2015

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

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)	$0.56	11/02/2015		D			43,750	09/16/2012	09/16/2021	Common Stock	43,750	(1)	0	D
Stock Option (right to buy)	$0.44	11/02/2015		D			150,000	12/14/2012	12/14/2021	Common Stock	150,000	(1)	0	D
Stock Option (right to buy)	$0.32	11/02/2015		D			150,000	12/12/2013	12/12/2022	Common Stock	150,000	$0.35(2)	0	D
Stock Option (right to buy)	$0.23	11/02/2015		D			150,000	12/11/2014	12/11/2023	Common Stock	150,000	$0.35(2)	0	D
Stock Option (right to buy)	$0.22	11/02/2015		D			150,000	12/10/2015	12/10/2024	Common Stock	150,000	$0.35(2)	0	D

Explanation of Responses:

1. In accordance with the terms of the Agreement and Plan of Merger, dated September 15, 2015, as amended and restated, by and among Thea Acquisition Corp ("Purchaser"), Ranbaxy, Inc. and InSite Vision Incorporated ("Issuer") pursuant to which Purchaser was merged with and into Issuer (the "Merger"), this stock option was cancelled at the effective time of the Merger without consideration because the exercise price of the stock option equaled or exceeded $0.35 per share.

2. This option was cancelled in connection with the Merger in exchange for a cash payment per share equal to the difference between $0.35 and the exercise price of the option.

Remarks:

	/s/ Craig Tooman	11/04/2015
	** 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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