SEC Filing – Iveric Bio

View:

SEC FORM 4 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^*

PATEL SAMIR CHANDRAKANT

(Last)

(First)

(Middle)

C/O OPHTHOTECH CORPORATION

ONE PENN PLAZA, 35TH FLOOR

(Street)

NEW YORK

10119

(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)

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

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)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/23/2013		G		5,084	D	$0	157,627	D
Common Stock	09/23/2013		G		5,084	D	$0	152,543	D
Common Stock	09/30/2013		C		282,061⁽²⁾	A	⁽²⁾	434,604	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	09/30/2013		C		79,638⁽³⁾	A	⁽³⁾	514,242	I⁽¹⁾	See Footnote⁽¹⁾
Common Stock	09/30/2013		C		23,282⁽⁴⁾	A	⁽⁴⁾	537,527⁽⁵⁾	I⁽¹⁾	See Footnote⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽⁴⁾	05/23/2013		P		7,693		⁽⁴⁾	⁽⁴⁾	Common Stock	7,693	⁽⁴⁾	7,693	I⁽¹⁾	See Footnote⁽¹⁾
Stock Option (right to buy)	$13.216	05/28/2013		A		56,858		⁽⁶⁾	05/27/2023	Common Stock	56,858	$0	418,185	D
Series C Preferred Stock	⁽⁴⁾	08/07/2013		P		15,388		⁽⁴⁾	⁽⁴⁾	Common Stock	15,387	⁽⁴⁾	23,081	I⁽¹⁾	See Footnote⁽¹⁾
Series A Preferred Stock	⁽²⁾	09/30/2013		C			244,821	⁽²⁾	⁽²⁾	Common Stock	282,061⁽²⁾	$0	0	I⁽¹⁾	See Footnote⁽¹⁾
Series B Preferred Stock	⁽³⁾	09/30/2013		C			70,621	⁽³⁾	⁽³⁾	Common Stock	79,638⁽³⁾	$0	0	I⁽¹⁾	See Footnote⁽¹⁾
Series C Preferred Stock	⁽⁴⁾	09/30/2013		C			23,081	⁽⁴⁾	⁽⁴⁾	Common Stock	23,282⁽⁴⁾	$0	0	I⁽¹⁾	See Footnote⁽¹⁾

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. Shares of Series A Preferred Stock, while outstanding, accrued 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 became 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 "IPO"). These shares of Series A Preferred Stock, together with 37,240 shares issued as accrued stock dividends, converted into Ophthotech Corporation common stock upon the closing of the issuer's IPO, and have no expiration date.

3. Shares of Series B Preferred Stock, while outstanding, accrued stock dividends payable in additional shares of Series B Preferred Stock at a rate of 4% per annum from December 11, 2009. These accrued stock dividends became payable in connection with the closing of the issuer's IPO. These shares of Series B Preferred Stock, together with 9,017 shares issued as accrued stock dividends, converted into Ophthotech Corporation common stock upon the closing of the issuer's IPO, and have no expiration date.

4. Shares of Series C Preferred Stock, while outstanding, accrued stock dividends payable in additional shares of Series C Preferred Stock at a rate of 4% per annum from May 23, 2013. These accrued stock dividends became payable in connection with the closing of the issuer's IPO. These shares of Series C Preferred Stock, together with 201 shares issued as accrued stock dividends, converted into Ophthotech Corporation common stock upon the closing of the issuer's IPO, and have no expiration date.

5. Due to a provision in the issuer's Certificate of Incorporation that was in effect prior to the closing of the IPO, which required the aggregation of any fractional shares of Common Stock issuable upon the conversion of the issuer's preferred stock, Samir C. patel LLC received 3 additional shares of Common Stock.

6. 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.

	/s/ Tom Biancardi	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.
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.