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^*

ORONSKY ARNOLD L

(Last)

(First)

(Middle)

C/O APPLIED GENETIC TECHNOLOGIES CORP.

11801 RESEARCH DRIVE, SUITE D

(Street)

ALACHUA

32615

(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)

X	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)

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	04/01/2014		C		1,376,480	A	⁽¹⁾	1,376,480	I	See footnotes⁽²⁾
Common Stock	04/01/2014		P⁽³⁾		75,736	A	$12⁽³⁾	1,452,216	I	See footnotes⁽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)
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 A-1 Convertible Preferred Stock	⁽¹⁾	04/01/2014		C			11,479,011	⁽¹⁾	⁽⁴⁾	Common Stock	690,699	$0.00	0	I	See footnotes⁽²⁾
Series B-1 Convertible Preferred Stock	⁽¹⁾	04/01/2014		C			6,409,436	⁽¹⁾	⁽⁴⁾	Common Stock	183,126	$0.00	0	I	See footnotes⁽²⁾
Series B-2 Convertible Preferred Stock	⁽¹⁾	04/01/2014		C			11,893,926	⁽¹⁾	⁽⁴⁾	Common Stock	339,825	$0.00	0	I	See footnotes⁽²⁾
Series B-3 Convertible Preferred Stock	⁽¹⁾	04/01/2014		C			5,699,111	⁽¹⁾	⁽⁴⁾	Common Stock	162,830	$0.00	0	I	See footnotes⁽²⁾
Series B-1 Warrant	$0.1297⁽⁵⁾	04/01/2014		C			416,361⁽⁵⁾	⁽⁶⁾	05/02/2017	Series B-1 Convertible Preferred Stock	416,361⁽⁵⁾	$0.00	0	I	See footnotes⁽²⁾
Common Stock Warrant	$4.54⁽⁵⁾	04/01/2014		C		11,895⁽⁵⁾		⁽⁶⁾	05/02/2017	Common Stock	11,895⁽⁵⁾	$0.00	11,895	I	See footnotes⁽²⁾

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. Held of record by entities affiliated with InterWest Partners. InterWest Management Partners VIII, LLC ("IMP8") is the general partner of the entities affiliated with InterWest Partners. The reporting person is a managing director of IMP8. The reporting person shares voting and investment control over the shares with the other managing directors of IMP8, and disclaims beneficial ownership of all the shares held by the entities affiliated with InterWest Partners and this report shall not be deemed an admission of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose except to the extent of his proportionate pecuniary interest therein.

3. Shares purchased in the Issuer's initial public offering at the initial public offering price of $12.00 per share.

4. The shares had no expiration date.

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

6. Warrant was fully exercisable upon original issue.

Remarks:

	/s/ Hemmie Chang, attorney-in-fact for Arnold L. Oronsky	04/01/2014
	** 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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