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* ACP IV, L.P. (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AERIE PHARMACEUTICALS INC [ AERI ]	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) 10/30/2013
	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	10/30/2013		C		200,000	A	(1)	200,000	D(2)
Common Stock	10/30/2013		C		1,000,000	A	(1)	1,200,000	D(2)
Common Stock	10/30/2013		C		2,097,947	A	(1)	3,297,947	D(2)
Common Stock	10/30/2013		C		508,152	A	(3)	3,806,099	D(2)
Common Stock	10/30/2013		P		110,000	A	$10	3,916,099	D(2)

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 Preferred Stock	(1)	10/30/2013		C			1,000,000	(1)	(1)	Common Stock	200,000	$0.00	0	D(2)
Series A-2 Preferred Stock	(1)	10/30/2013		C			5,000,000	(1)	(1)	Common Stock	1,000,000	$0.00	0	D(2)
Series A-3 Preferred Stock	(1)	10/30/2013		C			10,489,738	(1)	(1)	Common Stock	2,097,947	$0.00	0	D(2)
Series A-3 Preferred Stock Warrants	$1	10/30/2013		C			750,000	(4)	(4)	Common Stock	150,000	$0.00	0	D(2)
Common Stock Warrant (Right to Buy)	$5(5)	10/30/2013		C		150,000		(4)	(4)	Common Stock	150,000	$0.00	150,000	D(2)
Series B Preferred Stock Warrants	$0.01	10/30/2013		C			1,117,418	(6)	(6)	Common Stock	223,483	$0.00	0	D(2)
Common Stock Warrant (Right to Buy)	$0.05(7)	10/30/2013		C		223,483		(6)	(6)	Common Stock	223,483	$0.00	223,483	D(2)
Convertible Promissory Note	(3)	10/30/2013		C			5,081,521	(3)	(3)	Common Stock	508,152	$0.00	0	D(2)

1. Name and Address of Reporting Person* ACP IV, L.P. (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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* ACMP IV LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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* JANNEY DANIEL (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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* NOHRA GUY P (Last) (First) (Middle) ONE EMBARCADERO CENTER, SUITE 3700 (Street) SAN FRANCISCO CA 94111 (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 Series A-1 Preferred Stock, Series A-2 Preferred Stock Series A-3 Preferred Stock, Series A-3 Preferred Stock Warrants and Series B Preferred Stock Warrants automatically converted into shares of Common Stock on a one-for-five basis upon the closing of the Issuer's initial public offering without payment of further consideration. The shares have no expiration date.

2. These securities are held by ACP IV, L.P ("ACP IV"). Daniel S. Janney and Guy P. Nohra are directors of ACMP IV, LLC, the general partner of ACP IV and disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.

3. The Convertible Notes automatically converted into Common Stock on a 10 for 1 basis upon the closing of the Issuer's initial public offering without payment of further consideration and had no expiration date.

4. Warrants will expire as follows: (i) warrant representing 375,000 shares on 3/17/2019; and (ii) warrant representing 375,000 shares on 11/2/2019.

5. The Series A-3 Preferred Stock warrants to purchase shares of the Issuer's Series A-3 Preferred Stock were exercisable at a price of $1.00 per share at any time during their term. Upon completion of the Issuer's initial public offering, the Series A-3 warrants automatically became exercisable for 150,000 shares of the Issuer's Common Stock at an exercise price of $5.00 per share.

6. Warrants will expire as follows: (i) warrant representing 186,236 shares on 12/7/2019; (ii) warrant representing 186,236 shares on 3/28/2020; (iii) warrant representing 279,355 shares on 5/23/2020; (iv) warrant representing 279,355 shares on 8/9/2020; and (v) warrant representing 186,236 shares on 9/30/2020.

7. The Series B Preferred Stock warrants to purchase shares of the Issuer's Series B Preferred Stock were exercisable at a price of $0.01 per share at any time during their term. Upon completion of the Issuer's initial public offering, the Series B Preferred Stock warrants automatically became exercisable for 223,483 shares of the Issuer's Common Stock at an exercise price of $0.05 per share.

Remarks:

	Daniel Janney	11/01/2013
	** Signature of Reporting Person	Date
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