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
 
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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*
ROSS MICHAEL JAY

(Last) (First) (Middle)
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900

(Street)
BOSTON MA 02108

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2017
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
Common Stock 05/18/2017 M 1,750 A (1) 3,500 D
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
Restricted Stock Units (1) 05/18/2017 M 1,750 (2) (2) Common Stock 1,750 $0.00 0 D
Stock Option (right to buy) $2.46 05/19/2017 A 16,000 06/19/2017(3) 05/18/2027 Common Stock 16,000 $0.00 16,000 D
Explanation of Responses:
1. Restricted stock units converted into common stock on a one-for-one basis upon vesting of the units.
2. As previously reported, on June 2, 2016 the Issuer awarded the Reporting Person a Restricted Stock Unit award which represented the contingent right to receive 1,750 shares of Issuer common stock. Pursuant to the terms of a Restricted Stock Unit Agreement by and between the Reporting Person and the Issuer, this Restricted Stock Unit award vested on May 18, 2017 with respect to 100% of the shares subject to the award, and the shares were issued to the Reporting Person.
3. Subject to Reporting Person providing continued services to the Issuer and other terms and conditions under a stock option agreement by and between the Reporting Person and the Issuer, The option will vest and become exercisable in 12 consecutive, equal monthly installments commencing on June 19, 2017 until fully vested and exercisable on the first anniversary of the date of grant. Any unvested shares subject to the option will be accelerated in full one business day prior to the Issuer's 2018 annual meeting of stockholders.
Remarks:
/s/ Thomas B. Rosedale (Pursuant to Power of Attorney) 05/22/2017
** 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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