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* INTERWEST PARTNERS VIII LP (Last) (First) (Middle) C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol APPLIED GENETIC TECHNOLOGIES CORP [ AGTC ]	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) 04/01/2014
	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	04/01/2014		C		1,376,480	A	(1)	1,376,480	I	See Footnote(2)
Common Stock	04/01/2014		P		75,376(3)	A	$12(3)	1,452,216	I	See Footnote(4)

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 A-1 Convertible Preferred Stock	(1)	04/01/2014		C			11,479,011	(1)	(5)	Common Stock	690,699	$0.00	0	I	See Footnote(6)
Series B-1 Convertible Preferred Stock	(1)	04/01/2014		C			6,409,436	(1)	(5)	Common Stock	183,126	$0.00	0	I	See Footnote(7)
Series B-2 Convertible Preferred Stock	(1)	04/01/2014		C			11,893,926	(1)	(5)	Common Stock	339,825	$0.00	0	I	See Footnote(8)
Series B-3 Convertible Preferred Stock	(1)	04/01/2014		C			5,699,111	(1)	(5)	Common Stock	162,830	$0.00	0	I	See Footnote(9)
Series B-1 Warrant	$0.1297(5)	04/01/2014		C			416,361(10)	(11)	05/02/2017	Series B-1 Convertible Preferred Stock	416,361(10)	$0.00	0	I	See Footnote(12)
Common Stock Warrant	$4.54(5)	04/01/2014		C		11,895(10)		(11)	05/02/2017	Common Stock	11,895(10)	$0.00	11,895	I	See Footnote(13)

1. Name and Address of Reporting Person* INTERWEST PARTNERS VIII LP (Last) (First) (Middle) C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* InterWest Management Partners VIII, LLC (Last) (First) (Middle) C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* INTERWEST INVESTORS VIII L P (Last) (First) (Middle) C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* INTERWEST INVESTORS Q VIII LP (Last) (First) (Middle) C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GIANOS PHILIP T (Last) (First) (Middle) C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kliman Gilbert H (Last) (First) (Middle) C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Holmes W Stephen (Last) (First) (Middle) C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CASH HARVEY B (Last) (First) (Middle) C/O INTERWEST PARTNERS 2710 SAND HILL ROAD, SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of convertible preferred stock converted automatically into common stock upon the closing of the Issuer's initial public offering, and had no expiration date.

2. These securities are held as follows: 1,327,893 by InterWest Partners VIII, LP ("IW8"), 10,597 by InterWest Investors VIII, LP ("II8") and 37,990 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

3. Shares purchased in the Issuer's initial public offering at the intial public offering price of $12.00 per share as follows: 73,063 by InterWest Partners VIII, LP ("IW8"), 583 by InterWest Investors VIII, LP ("II8") and 2,090 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds").

4. These securities are held as follows: 1,400,956 by InterWest Partners VIII, LP ("IW8"), 11,180 by InterWest Investors VIII, LP ("II8") and 40,080 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

5. The shares had no expiration date.

6. These securities are held as follows: 666,318 by InterWest Partners VIII, LP ("IW8"), 5,318 by InterWest Investors VIII, LP ("II8") and 19,063 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

7. These securities are held as follows: 176,662 by IW8, 1,410 by II8 and 5,054 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

8. These securities are held as follows: 327,830 by IW8, 2,616 by II8 and 9,379 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

9. These securities are held as follows: 157,083 by IW8, 1,253 by II8 and 4,494 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

10. Each share of Series B-1 preferred stock automatically converted into shares of common stock upon the closing of the Issure's initial public offering on a 1-for-35 basis.

11. Warrant was fully exercisable upon original issue.

12. These securities are held as follows: 401,663 by IW8, 3,206 by II8 and 11,492 by IIQ8. IMP8 is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

13. These securities are held as follows: 11,476 by InterWest Partners VIII, LP ("IW8"), 91 by InterWest Investors VIII, LP ("II8") and 328 by InterWest Investors Q VIII, LP ("IIQ8") (collectively, the "InterWest Funds"). InterWest Management Partners VIII, LLC ("IMP8") is the General Partner of IW8, II8 and IIQ8 and has sole voting and investment control over the shares owned by IW8, II8 and IIQ8. Harvey B. Cash, Philip T. Gianos, W. Stephen Holmes, Gilbert H. Kliman and Arnold L. Oronsky are Managing Directors of IMP8 and disclaim beneficial ownership of those securities, except to the extent of their pecuniary interest therein.

Remarks:

	/s/ W. Stephen Holmes, Managing Director	04/01/2014
	/s/ W. Stephen Holmes, Managing Director	04/01/2014
	/s/ W. Stephen Holmes, Managing Director	04/01/2014
	/s/ W. Stephen Holmes, Managing Director	04/01/2014
	/s/ Philip T. Gianos by Karen A. Wilson, Power of Attorney	04/01/2014
	/s/ Gilbert H. Kliman by Karen A. Wilson, Power of Attorney	04/01/2014
	/s/ W. Stephen Holmes	04/01/2014
	/s/ Harvey B. Cash by Karen A. Wilson, Power of Attorney	04/01/2014
	** Signature of Reporting Person	Date
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