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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Clarus Lifesciences II, L.P. (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Ophthotech Corp. [ OPHT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/30/2013
	4. 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 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	09/30/2013		C		2,542,373(1)	A	(2)	2,542,373(1)	D(6)
Common Stock	09/30/2013		C		186,027(3)	A	(4)	2,728,390(5)	D(6)

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
Series B Preferred Stock	(2)	09/30/2013		C			2,542,373(1)	(2)	(2)	Common Stock	2,542,373(1)	$0	0	D(6)
Series C Preferred Stock	(4)	09/30/2013		C			186,027(3)	(4)	(4)	Common Stock	186,027(3)	$0	0	D(6)

1. Name and Address of Reporting Person* Clarus Lifesciences II, L.P. (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Clarus Ventures II GP, L.P. (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Clarus Ventures II, LLC (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* LIPTAK ROBERT (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* Simon Nicholas (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* HENNER DENNIS (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* GALAKATOS NICHOLAS (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* WHEELER KURT (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

1. Name and Address of Reporting Person* STEINMETZ MICHAEL (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)

Explanation of Responses:

1. As converted, not including shares of Series B Preferred Stock issued as accrued stock dividends (the "Series B Accrued Shares") which, when including the amount of Series C Preferred Stock as converted (inclusive of any accrued stock dividends with respect to such Series C Preferred Stock) plus the Series B Accrued Shares equals 3,054,744 shares of Common Stock in the aggregate.

2. The Series B Preferred Stock automatically converted into Common Stock on a 1 for 5.9 reverse split basis upon the closing of the issuer's initial public offering without payment of further consideration and had no expiration date.

3. As converted, not including shares of Series C Preferred Stock issued as accrued stock dividends (the "Series C Accrued Shares") which, when including the amount of Series B Preferred Stock as converted (inclusive of any accrued stock dividends with respect to such Series B Preferred Stock) plus the Series C Accrued Shares equals 3,054,744 shares of Common Stock in the aggregate.

4. The Series C Preferred Stock automatically converted into Common Stock on a 1 for 5.9 reverse split basis upon the closing of the issuer's initial public offering without payment of further consideration and had no expiration date.

5. Includes shares of Series B Preferred Stock and Series C Preferred Stock, which when including Series B Accrued Shares and Series C Accrued Shares equals 3,054,744 shares of Common Stock in the aggregate.

6. Securities held of record by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of the GPLLC and Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which it or he, as applicable, does not have an actual pecuniary interest.

Remarks:

	/s/ Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P., general partner of Clarus Lifesciences II, L.P.	10/02/2013
	/s/ Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P.	10/02/2013
	/s/ Robert Liptak, Manager of Clarus Ventures II, LLC	10/02/2013
	/s/ Robert Liptak	10/02/2013
	/s/ Robert Liptak, on behalf of Nicholas Simon	10/02/2013
	/s/ Robert Liptak, on behalf of Dennis Henner	10/02/2013
	/s/ Robert Liptak, on behalf of Nicholas Galakatos	10/02/2013
	/s/ Robert Liptak, on behalf of Kurt Wheeler	10/02/2013
	/s/ Robert Liptak, on behalf of Michael Steinmetz	10/02/2013
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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POWER OF ATTORNEY



KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby

constitutes and appoints Robert Liptak with full power to act singly, his true and lawful

attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments,

certificates and documents that may be necessary, desirable or appropriate to be executed on

behalf of himself as an individual or in his capacity as a general partner of any

partnership or limited liability company, pursuant to Section 13 or 16 of the Securities

Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii)

file the same (including any amendments thereto), with all exhibits thereto, and any other

documents in connection therewith, with the Securities and Exchange Commission, and any

stock exchange or similar authority and (iii) 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,

granting unto said attorney-in-fact full power and authority to do and perform each and

every act and thing necessary, desirable or appropriate.



Each of the undersigned hereby grant to the 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.



This power of attorney shall remain in full force and effect until revoked by the

undersigned in a signed writing delivered to the attorney-in-fact.



IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 11th day of April,

2008.





  /s/ Nicholas Galakatos

 Nicholas Galakatos





  /s/ Dennis Henner

 Dennis Henner





  /s/ Jeffrey Leiden

 Jeffrey Leiden





  /s/ Nick Simon

 Nick Simon





  /s/ Michael Steinmetz

 Michael Steinmetz





  /s/ Kurt Wheeler

 Kurt Wheeler