SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* SVLSF IV, LLC (Last) (First) (Middle) ONE BOSTON PLACE 201 WASHINGTON STREET, SUITE 3900 (Street) BOSTON MA 02108 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/24/2013	3. Issuer Name and Ticker or Trading Symbol Ophthotech Corp. [ OPHT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock(1)(9)	(1)(9)	(1)(9)	Common Stock	3,559,398(1)(9)	(1)(9)	D
Warrant to Purchase Shares (Series A Preferred Stock)(2)	06/18/2007	06/18/2017	Common Stock	11,536(2)	0.059	D
Series B Preferred Stock(3)(9)	(3)(9)	(3)(9)	Common Stock	1,036,944(3)(9)	(3)(9)	D
Series C Preferred Stock(4)(9)	(4)(9)	(4)(9)	Common Stock	337,161(4)(9)	(4)(9)	D
Series A Preferred Stock(5)(9)	(5)(9)	(5)(9)	Common Stock	101,054(5)(9)	(5)(9)	D
Warrant to Purchase Shares (Series A Preferred Stock)(6)	06/18/2007	06/18/2017	Common Stock	327(6)	0.059	D
Series B Preferred Stock(7)(9)	(7)(9)	(7)(9)	Common Stock	29,439(7)(9)	(7)(9)	D
Series C Preferred Stock(8)(9)	(8)(9)	(8)(9)	Common Stock	9,572(8)(9)	(8)(9)	D
Series A Preferred Stock(1)(5)(9)(10)	(1)(5)(9)(10)	(1)(5)(9)(10)	Common Stock	3,660,452(1)(5)(9)(10)	(1)(5)(9)(10)	I	See footnote(1)(5)(9)(10)(12)
Warrant to Purchase Shares (Series A Preferred Stock)(2)(6)(10)	06/18/2007	06/18/2017	Common Stock	11,863(2)(6)(10)	0.059	I	See footnote(2)(6)(10)(12)
Series B Preferred Stock(3)(7)(9)(10)	(3)(7)(9)(10)	(3)(7)(9)(10)	Common Stock	1,066,383(3)(7)(9)(10)	(3)(7)(9)(10)	I	See footnote(3)(7)(9)(10)(12)
Series C Preferred Stock(4)(8)(9)(10)	(4)(8)(9)(10)	(4)(8)(9)(10)	Common Stock	346,733(4)(8)(9)(10)	(4)(8)(9)(10)	I	See footnote(4)(8)(9)(10)(12)
Series A Preferred Stock(1)(5)(9)(11)	(1)(5)(9)(11)	(1)(5)(9)(11)	Common Stock	3,660,452(1)(5)(9)(11)	(1)(5)(9)(11)	I	See footnote(1)(5)(9)(11)(12)
Warrant to Purchase Shares (Series A Preferred Stock)(2)(6)(11)	06/18/2007	06/18/2017	Common Stock	11,863(2)(6)(11)	0.059	I	See footnote(2)(6)(11)(12)
Series B Preferred Stock(3)(7)(9)(11)	(3)(7)(9)(11)	(3)(7)(9)(11)	Common Stock	1,066,383(3)(7)(9)(11)	(3)(7)(9)(11)	I	See footnote(3)(7)(9)(11)(12)
Series C Preferred Stock(4)(8)(9)(11)	(4)(8)(9)(11)	(4)(8)(9)(11)	Common Stock	346,733(4)(8)(9)(11)	(4)(8)(9)(11)	I	See footnote(4)(8)(9)(11)(12)

1. Name and Address of Reporting Person* SVLSF IV, LLC (Last) (First) (Middle) ONE BOSTON PLACE 201 WASHINGTON STREET, SUITE 3900 (Street) BOSTON MA 02108 (City) (State) (Zip)

1. Name and Address of Reporting Person* SV LIFE SCIENCES FUND IV, L.P. (Last) (First) (Middle) ONE BOSTON PLACE 201 WASHINGTON STREET, SUITE 3900 (Street) BOSTON MA 02108 (City) (State) (Zip)

1. Name and Address of Reporting Person* SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L. P. (Last) (First) (Middle) ONE BOSTON PLACE 201 WASHINGTON STREET, SUITE 3900 (Street) BOSTON MA 02108 (City) (State) (Zip)

1. Name and Address of Reporting Person* SV Life Sciences Fund IV (GP), L.P. (Last) (First) (Middle) ONE BOSTON PLACE 201 WASHINGTON STREET, SUITE 3900 (Street) BOSTON MA 02108 (City) (State) (Zip)

Explanation of Responses:

1. SV Life Sciences Fund IV, L.P. ("SVLS IV LP") directly holds shares of Series A Preferred Stock currently convertible into 3,559,398 shares of Common Stock. Shares of Series A Preferred Stock accrue stock dividends payable in additional shares of Series A Preferred Stock at a rate of 4% per annum from December 11, 2009. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series A Preferred Stock that are currently convertible into 541,418 shares of Common Stock. Shares of Series A Preferred Stock, including shares of Series A Preferred Stock issued as accrued stock dividends [continued on FN9]

2. SVLS IV LP directly holds a Warrant to Purchase Shares of issuer dated June 18, 2007 for 68,068 Shares (as defined therein). The warrant is currently exercisable for the purchase of shares of Series A Preferred Stock which are currently convertible into 11,536 shares of Common Stock (13,289 shares of Common Stock inclusive of all Series A Preferred Stock accrued stock dividends, payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, as described further in FN1 and FN9 herein).

3. SVLS IV LP directly holds shares of Series B Preferred Stock currently convertible into 1,036,944 shares of Common Stock. Shares of Series B Preferred Stock accrue stock dividends payable in additional shares of Series B Preferred Stock at a rate of 4% per annum from the date of issuance. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series B Preferred Stock that are currently convertible into 132,444 shares of Common Stock. Shares of Series B Preferred Stock, including shares of Series B Preferred Stock issued as accrued stock dividends [continued on FN9]

4. SVLS IV LP directly holds shares of Series C Preferred Stock currently convertible into 337,161 shares of Common Stock. Shares of Series C Preferred Stock accrue stock dividends payable in additional shares of Series C Preferred Stock at a rate of 4% per annum from the date of issuance. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series C Preferred Stock that are currently convertible into 2,931 shares of Common Stock. Shares of Series C Preferred Stock, including shares of Series C Preferred Stock issued as accrued stock dividends [continued on FN9]

5. SV Life Sciences Fund IV Strategic Partners, L.P. ("Strategic Partners") directly holds shares of Series A Preferred Stock currently convertible into 101,054 shares of Common Stock. Shares of Series A Preferred Stock accrue stock dividends payable in additional shares of Series A Preferred Stock at a rate of 4% per annum from December 11, 2009. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series A Preferred Stock that are currently convertible into 15,371 shares of Common Stock. Shares of Series A Preferred Stock, including shares of Series A Preferred Stock issued as accrued stock dividends [continued on FN9]

6. Strategic Partners directly holds a Warrant to Purchase Shares of issuer dated June 18, 2007 for 1,932 Shares (as defined therein). The warrant is currently exercisable for the purchase of shares of Series A Preferred Stock which are currently convertible into 327 shares of Common Stock (377 shares of Common Stock inclusive of all Series A Preferred Stock accrued stock dividends, payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, as described further in FN1 and FN9 herein).

7. Strategic Partners directly holds shares of Series B Preferred Stock currently convertible into 29,439 shares of Common Stock. Shares of Series B Preferred Stock accrue stock dividends payable in additional shares of Series B Preferred Stock at a rate of 4% per annum from the date of issuance. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series B Preferred Stock that are currently convertible into 3,760 shares of Common Stock. Shares of Series B Preferred Stock, including shares of Series B Preferred Stock issued as accrued stock dividends [continued on FN9]

8. Strategic Partners directly holds shares of Series C Preferred Stock currently convertible into 9,572 shares of Common Stock. Shares of Series C Preferred Stock accrue stock dividends payable in additional shares of Series C Preferred Stock at a rate of 4% per annum from the date of issuance. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series C Preferred Stock that are currently convertible into 83 shares of Common Stock. Shares of Series C Preferred Stock, including shares of Series C Preferred Stock issued as accrued stock dividends [continued on FN9]

9. , are immediately convertible into shares of Common Stock upon issuance, will be automatically converted into shares of Common Stock immediately upon the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and have no expiration date. The above Common Stock share equivalent numbers are rounded down to the nearest whole share number. Pursuant to the issuer's fourth amended and restated certificate of incorporation, as amended, all shares of the issuer's preferred stock will be aggregated across series for purposes of conversion to Common Stock, resulting in additional whole shares being issued as a result of the aggregation of fractional shares across series.

10. These shares are owned directly by SVLS IV LP and Strategic Partners. SV Life Sciences Fund IV (GP), L.P. ("SVLS IV GP"), the general partner of SVLS IV LP and Strategic Partners, may be deemed to share voting and dispositive power over the shares held by SVLS IV LP and Strategic Partners. SVLS IV GP disclaims beneficial ownership of shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.

11. These shares are owned directly by SVLS IV LP and Strategic Partners. SVLSF IV, LLC, the general partner of SVLS IV GP, may be deemed to share voting and dispositive power over the shares held by SVLS IV LP and Strategic Partners. SVLSF IV, LLC disclaims beneficial ownership of shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.

12. SVLS IV LP and Strategic Partners (each a "Fund", or collectively the "Funds") may be deemed to beneficially own the shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares held by any other Fund except to the extent of any pecuniary interest therein.

	/s/ Thomas B. Rosedale (Pursuant to Power of Attorney)	09/24/2013
	/s/ Thomas B. Rosedale (pursuant to power of attorney)	09/24/2013
	/s/ Thomas B. Rosedale (pursuant to power of attorney)	09/24/2013
	/s/ Thomas B. Rosedale (pursuant to power of attorney)	09/24/2013
	** 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 5 (b)(v).
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LIMITED POWER OF ATTORNEY

OF

SVLSF IV, LLC



	This statement confirms that the undersigned has authorized and designated each
of Suzanne Hamel and Thomas B. Rosedale his attorneys-in-fact to (i) prepare, execute
and file on behalf of the undersigned Form ID or any other necessary documents or forms
in order to obtain access codes (including, without limitation, CIK and CCC codes) for
the undersigned to permit filing on EDGAR, and (ii) prepare, execute and file on behalf
of the undersigned all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in securities of a public
reporting company or by virtue of the undersigned holding board of director or executive
officer positions with a public reporting company.  The authority of such attorneys under
this Power of Attorney shall continue until the undersigned is no longer required to file
Forms 3, 4 and 5 with the U.S. Securities and Exchange Commission, unless earlier
revoked in writing.  The undersigned acknowledges that such attorneys are not assuming
any of the undersigned's responsibilities to comply with the requirements of Section 16 of
the Securities Exchange Act of 1934, as amended, or any of the undersigned's liabilities
for failure to comply with such requirements.



       					SVLSF IV, LLC


Date: August 22, 2013	 		  _/s/ Denise W. Marks_________________
						  Name: Denise W. Marks
						  Title: Member

LIMITED POWER OF ATTORNEY

OF

SV LIFE SCIENCES FUND IV, L.P.



	This statement confirms that the undersigned has authorized and designated each
of Suzanne Hamel and Thomas B. Rosedale his attorneys-in-fact to (i) prepare, execute
and file on behalf of the undersigned Form ID or any other necessary documents or forms
in order to obtain access codes (including, without limitation, CIK and CCC codes) for
the undersigned to permit filing on EDGAR, and (ii) prepare, execute and file on behalf
of the undersigned all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in securities of a public
reporting company or by virtue of the undersigned holding board of director or executive
officer positions with a public reporting company.  The authority of such attorneys under
this Power of Attorney shall continue until the undersigned is no longer required to file
Forms 3, 4 and 5 with the U.S. Securities and Exchange Commission, unless earlier
revoked in writing.  The undersigned acknowledges that such attorneys are not assuming
any of the undersigned's responsibilities to comply with the requirements of Section 16 of
the Securities Exchange Act of 1934, as amended, or any of the undersigned's liabilities
for failure to comply with such requirements.



					SV LIFE SCIENCES FUND IV, L.P.

					By: SV Life Sciences Fund IV (GP), L.P.,
					its Sole General Partner
					By: SVLSF IV, LLC, its sole General
					Partner



Date: August 22, 2013	 		  _/s/ Denise W. Marks_________________
						  Name: Denise W. Marks
						  Title: Member

LIMITED POWER OF ATTORNEY

OF

SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L.P.



	This statement confirms that the undersigned has authorized and designated each
of Suzanne Hamel and Thomas B. Rosedale his attorneys-in-fact to (i) prepare, execute
and file on behalf of the undersigned Form ID or any other necessary documents or forms
in order to obtain access codes (including, without limitation, CIK and CCC codes) for
the undersigned to permit filing on EDGAR, and (ii) prepare, execute and file on behalf
of the undersigned all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in securities of a public
reporting company or by virtue of the undersigned holding board of director or executive
officer positions with a public reporting company.  The authority of such attorneys under
this Power of Attorney shall continue until the undersigned is no longer required to file
Forms 3, 4 and 5 with the U.S. Securities and Exchange Commission, unless earlier
revoked in writing.  The undersigned acknowledges that such attorneys are not assuming
any of the undersigned's responsibilities to comply with the requirements of Section 16 of
the Securities Exchange Act of 1934, as amended, or any of the undersigned's liabilities
for failure to comply with such requirements.



					SV LIFE SCIENCES FUND IV
					STRATEGIC PARTNERS, L.P.

					By: SV Life Sciences Fund IV (GP), L.P.,
					its Sole General Partner
					By: SVLSF IV, LLC, its sole General
					Partner


Date: August 22, 2013	 		  _/s/ Denise W. Marks_________________
						  Name: Denise W. Marks
						  Title: Member

LIMITED POWER OF ATTORNEY

OF

SV LIFE SCIENCES FUND IV (GP), L.P.



	This statement confirms that the undersigned has authorized and designated each
of Suzanne Hamel and Thomas B. Rosedale his attorneys-in-fact to (i) prepare, execute
and file on behalf of the undersigned Form ID or any other necessary documents or forms
in order to obtain access codes (including, without limitation, CIK and CCC codes) for
the undersigned to permit filing on EDGAR, and (ii) prepare, execute and file on behalf
of the undersigned all Forms 3, 4 and 5 (including any amendments thereto) that the
undersigned may be required to file with the U.S. Securities and Exchange Commission
as a result of the undersigned's ownership of or transactions in securities of a public
reporting company or by virtue of the undersigned holding board of director or executive
officer positions with a public reporting company.  The authority of such attorneys under
this Power of Attorney shall continue until the undersigned is no longer required to file
Forms 3, 4 and 5 with the U.S. Securities and Exchange Commission, unless earlier
revoked in writing.  The undersigned acknowledges that such attorneys are not assuming
any of the undersigned's responsibilities to comply with the requirements of Section 16 of
the Securities Exchange Act of 1934, as amended, or any of the undersigned's liabilities
for failure to comply with such requirements.



 					SV LIFE SCIENCES FUND IV (GP), L.P.

					By: SVLSF IV, LLC, its sole General
					Partner


Date: August 22, 2013	 		  _/s/ Denise W. Marks_________________
						  Name: Denise W. Marks
						  Title: Member