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SEC FORM 3 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^*

PATEL SAMIR CHANDRAKANT

(Last)

(First)

(Middle)

C/O OPHTHOTECH CORPORATION

ONE PENN PLAZA, 35TH FLOOR

(Street)

NEW YORK

10119

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

5. 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 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)
Common Stock	152,543	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	244,821⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	I⁽¹⁾	See Footnote⁽¹⁾
Series B Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	70,621⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	I⁽¹⁾	See Footnote⁽¹⁾
Series C Preferred Stock	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	23,081⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	I⁽¹⁾	See Footnote⁽¹⁾
Stock Option (right to buy)	⁽⁹⁾	05/17/2020	Common Stock	68,157	1.593	D
Stock Option (right to buy)	⁽⁹⁾	05/17/2020	Common Stock	88,904	1.593	D
Stock Option (right to buy)	⁽⁹⁾	05/17/2020	Common Stock	17,802	1.593	D
Stock Option (right to buy)	⁽¹⁰⁾	05/17/2020	Common Stock	7,937	1.593	D
Stock Option (right to buy)	⁽⁹⁾	05/17/2020	Common Stock	3,268	1.593	D
Stock Option (right to buy)	⁽¹¹⁾	05/17/2020	Common Stock	37,377	1.593	D
Stock Option (right to buy)	⁽⁹⁾	05/17/2020	Common Stock	12,459	1.593	D
Stock Option (right to buy)	⁽¹²⁾	05/10/2021	Common Stock	42,583	1.652	D
Stock Option (right to buy)	⁽⁹⁾	05/10/2021	Common Stock	15,044	1.652	D
Stock Option (right to buy)	⁽¹³⁾	04/08/2022	Common Stock	67,796	1.652	D
Stock Option (right to buy)	⁽¹⁴⁾	05/27/2013	Common Stock	56,858	13.216	D

Explanation of Responses:

1. These shares are held by Samir C. Patel LLC. Dr. Patel beneficially owns all shares held by Samir C. Patel LLC.

2. Represents: (a) shares of Series A Preferred Stock currently convertible into 44,553 shares of Common Stock that were issued August 9, 2007; (b) shares of Series A Preferred Stock currently convertible into 43,395 shares of Common Stock that were issued August 27, 2007; (c) shares of Series A Preferred Stock currently convertible into 28,248 shares of Common Stock that were issued April 14, 2008; (d) shares of Series A Preferred Stock currently convertible into 61,205 shares of Common Stock; (e) shares of Series A Preferred Stock currently convertible into 53,294 shares of Common Stock that were issued May 6, 2009; and (f) shares of Series A Preferred Stock currently convertible into 14,124 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

3. (continued from footnote 2) 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 37,240 shares of Common Stock. Shares of Series A Preferred Stock, including shares of Series A Preferred Stock issued as accrued stock dividends, 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.

4. (continued from footnote 3) 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.

5. Represents: (a) shares of Series B Preferred Stock currently convertible into 35,310 shares of Common Stock that were issued December 11, 2009; and (b) shares of Series B Preferred Stock currently convertible into 35,310 shares of Common Stock that were issued March 1, 2011. 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 9,017 shares of Common Stock. Shares of Series B Preferred Stock, including shares of Series B Preferred Stock issued as accrued stock dividends, are immediately convertible into shares of Common

6. (continued from footnote 5) 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 presented in this footnote 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.

7. Represents: (a) shares of Series C Preferred Stock currently convertible into 7,693 shares of Common Stock that were issued May 23, 2013; and (b) shares of Series C Preferred Stock currently convertible into 15,387 shares of Common Stock that were issued August 7, 2013. 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 201 shares of Common Stock. Shares of Series C Preferred Stock, including shares of Series C Preferred Stock issued as accrued stock dividends, are immediately convertible into shares of

8. (continued from footnote 7) 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 presented in this footnote 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.

9. Currently exercisable.

10. This option was granted on May 18, 2010 and is currently exercisable for 7,703 shares underlying the option. The remaining shares underlying this option vest in October 2013.

11. This option was granted on May 18, 2010 and is currently exercisable for 34,264 shares underlying the option. The remaining shares underlying this option vest monthly in approximately equal amounts through December 2013.

12. This option was granted on May 11, 2011 and is currently exercisable for 18,750 shares underlying the option. The remaining shares underlying this option vest monthly in approximately equal amounts through May 2015.

13. This option was granted on April 9, 2012 and vests over four years, with 2.0833% of the original number of shares underlying the option vesting monthly from the date of grant.

14. This option was granted on May 28, 2013 and vests over four years, with 2.0833% of the original number of shares underlying the option vesting monthly from the date of grant

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Samir C. Patel	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).
** 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.

Exhibit 24


                                                                    Exhibit 24.1

         Limited Power Of Attorney For Section 16 Reporting Obligations

Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of David R. Guyer, Bruce A. Peacock, and Tom Biancardi, signing
singly and each acting individually, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:

       (1)           execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director of, and/or holder of equity
in, Ophthotech Corporation (the "Company"), Forms 3, 4, and 5 (including any
amendments thereto) in accordance with Section 16(a) of the Securities Exchange
Act of 1934 and the rules thereunder (the "Exchange Act");

       (2)           do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare, complete and execute
any such Form 3, 4, or 5, prepare, complete and execute any amendment or
amendments thereto, and timely deliver and file such form with the United States
Securities and Exchange Commission (the "SEC") and any stock exchange or similar
authority, including without limitation the filing of a Form ID or any other
application materials to enable the undersigned to gain or maintain access to
the Electronic Data Gathering Analysis and Retrieval System of the SEC;

       (3)           seek or obtain, as the undersigned's representative and on
the undersigned's behalf, information regarding transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to such attorney-in-fact and approves and
ratifies any such release of information; and

       (4)           take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming nor
relieving, nor is the Company assuming nor relieving, any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.  The undersigned
acknowledges that neither the Company nor the foregoing attorneys-in-fact assume
(i) any liability for the undersigned's responsibility to comply with the
requirements of the Exchange Act, (ii) any liability of the undersigned for any
failure to comply with such requirements, or (iii) any obligation or liability
of the undersigned for profit disgorgement under Section 16(b) of the Exchange
Act.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys -in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this September 24, 2013.


                                            /s/ Samir C. Patel
                                            ------------------------------------
                                            Signature
                                            Name: Samir C. Patel