Statement of Changes in Beneficial Ownership (4)
May 21 2020 - 4:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
SUMMER ROAD LLC |
2. Issuer Name and Ticker or Trading Symbol
OCULAR THERAPEUTIX, INC
[
OCUL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
207 6TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2020 |
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(Street)
WEST PALM BEACH, FL 33401
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, $0.0001 par value per share | 5/19/2020 | | P | | 363636 (1) | A | $5.50 (1) | 5618424 (2)(3) | I (2)(3) | By Family Client (2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Explanation of Responses: |
| (1) | These shares of Common Stock, $0.0001 par value per share (the "Shares"), were purchased directly from the underwriters in an underwritten public offering conducted by the Issuer on May 19, 2020 (the "Offering"). Pursuant to the Offering, the Reporting Person agreed to purchase the Shares at a public offering price of $5.50 per share. The Issuer's Rule 424(b)(5) prospectus supplement (File No. 333-229085) in connection with the Offering was filed with the Securities and Exchange Commission (the "SEC") on May 20, 2020. |
| (2) | Reporting Person is a family office of the same family under Investment Advisers Act of 1940 Rule 202(a)(11)(G)-1 (the "Family Office Rule"). Pursuant to investment management agreements ("IMAs") between itself and its "Family Clients" (as defined in the Family Office Rule), Reporting Person exercises voting and dispositive power with respect to the Issuer's common stock, par value $0.0001 per share, held by each of the Family Clients. The Reporting Person also reports beneficial ownership pursuant to Rule 13d-1 of the Securities Exchange Act of 1934, as amended, pursuant to a Schedule 13D previously filed with the SEC on March 4, 2019, as amended from time to time. |
| (3) | Represents securities beneficially owned by Reporting Person through an IMA entered into with a Family Client. The securities as to which this Form 4 is filed by Reporting Person are owned of record by Cap 1 LLC, a Family Client of Reporting Person ("Cap 1"). Cap 1 is wholly owned by Crystal Fiduciary Company, LLC, as Trustee of the AR Irrevocable Trust. Reporting Person has no pecuniary interest in the securities beneficially owned by the Family Clients of Reporting Person. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SUMMER ROAD LLC
207 6TH STREET
WEST PALM BEACH, FL 33401 |
| X |
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Signatures
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| /s/ Richard A. Silberberg, Chief Operating Officer | | 5/21/2020 |
| **Signature of Reporting Person | Date |
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