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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Otonomy, Inc. [ OTIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/18/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 08/18/2014 | C | 778,052 | A | (1) | 778,052 | I | See footnotes(2)(4) | ||
Common Stock | 08/18/2014 | X | 35,785 | A | $8.79 | 813,837 | I | See footnotes(2)(4)(7) | ||
Common Stock | 08/18/2014 | S | 19,660 | D | $8.79 | 794,177 | I | See footnotes(2)(4)(7) | ||
Common Stock | 08/18/2014 | C | 211,331 | A | (1) | 211,331 | I | See footnotes(3)(4) | ||
Common Stock | 08/18/2014 | X | 9,720 | A | $8.79 | 221,051 | I | See footnotes(3)(4)(8) | ||
Common Stock | 08/18/2014 | S | 5,340 | D | $8.79 | 215,711 | I | See footnotes(3)(4)(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 B Preferred Stock | (1) | 08/18/2014 | C | 155,609 | (1) | (1) | Common Stock | 155,609 | $0.00 | 0 | I | See footnotes(2)(4) | |||
Series C Preferred Stock | (1) | 08/18/2014 | C | 481,342 | (1) | (1) | Common Stock | 481,342 | $0.00 | 0 | I | See footnotes(2)(4) | |||
Series D Preferred Stock | (1) | 08/18/2014 | C | 141,101 | (1) | (1) | Common Stock | 141,101 | $0.00 | 0 | I | See footnotes(2)(4) | |||
Series C Preferred Stock Warrant (right to buy) | $8.79 | 08/18/2014 | C | 19,085(6) | (5) | 08/18/2014 | Series C Preferred Stock(1) | 19,085 | $0.00 | 0 | I | See footnotes(2)(4) | |||
Common Stock Warrant (right to buy) | $8.79 | 08/18/2014 | C | 19,085(6) | (5) | 08/18/2014 | Common Stock | 19,085 | $0.00 | 19,085 | I | See footnotes(2)(4) | |||
Common Stock Warrant (right to buy) | $8.79 | 08/18/2014 | X | 19,085 | (5) | 08/18/2014 | Common Stock | 19,085 | $0.00 | 0 | I | See footnotes(2)(4) | |||
Series C Preferred Stock Warrant (right to buy) | $8.79 | 08/18/2014 | C | 16,700(6) | (5) | 08/18/2014 | Series C Preferred Stock(1) | 16,700 | $0.00 | 0 | I | See footnotes(2)(4) | |||
Common Stock Warrant (right to buy) | $8.79 | 08/18/2014 | C | 16,700(6) | (5) | 08/18/2014 | Common Stock | 16,700 | $0.00 | 16,700 | I | See footnotes(2)(4) | |||
Common Stock Warrant (right to buy) | $8.79 | 08/18/2014 | X | 16,700 | (5) | 08/18/2014 | Common Stock | 16,700 | $0.00 | 0 | I | See footnotes(2)(4) | |||
Series B Preferred Stock | (1) | 08/18/2014 | C | 42,265 | (1) | (1) | Common Stock | 42,265 | $0.00 | 0 | I | See footnotes(3)(4) | |||
Series C Preferred Stock | (1) | 08/18/2014 | C | 130,741 | (1) | (1) | Common Stock | 130,741 | $0.00 | 0 | I | See footnotes(3)(4) | |||
Series D Preferred Stock | (1) | 08/18/2014 | C | 38,325 | (1) | (1) | Common Stock | 38,325 | $0.00 | 0 | I | See footnotes(3)(4) | |||
Series C Preferred Stock Warrant (right to buy) | $8.79 | 08/18/2014 | C | 5,184(8) | (5) | 08/18/2014 | Series C Preferred Stock(1) | 5,184 | $0.00 | 0 | I | See footnotes(3)(4) | |||
Common Stock Warrant (right to buy) | $8.79 | 08/18/2014 | C | 5,184(8) | (5) | 08/18/2014 | Common Stock | 5,184 | $0.00 | 5,184 | I | See footnotes(3)(4) | |||
Common Stock Warrant (right to buy) | $8.79 | 08/18/2014 | X | 5,184 | (5) | 08/18/2014 | Common Stock | 5,184 | $0.00 | 0 | I | See footnotes(3)(4) | |||
Series C Preferred Stock Warrant (right to buy) | $8.79 | 08/18/2014 | C | 4,536(8) | (5) | 08/18/2014 | Series C Preferred Stock(1) | 4,536 | $0.00 | 0 | I | See footnotes(3)(4) | |||
Common Stock Warrant (right to buy) | $8.79 | 08/18/2014 | C | 4,536(8) | (5) | 08/18/2014 | Common Stock | 4,536 | $0.00 | 4,536 | I | See footnotes(3)(4) | |||
Common Stock Warrant (right to buy) | $8.79 | 08/18/2014 | X | 4,536 | (5) | 08/18/2014 | Common Stock | 4,536 | $0.00 | 0 | I | See footnotes(3)(4) |
Explanation of Responses: |
1. Each of the Series B Convertible Preferred Stock, the Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock automatically converted into Common Stock, for no additional consideration, on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and had no expiration date. |
2. The securities are held of record by RiverVest Venture Fund II, L.P. |
3. The securities are held of record by RiverVest Venture Fund II (Ohio), L.P. |
4. The Reporting Person is an authorized person of RiverVest Venture Partners II, LLC, the general partner of RiverVest Venture Partners II, L.P. RiverVest Venture Partners II, L.P. is the sole member of RiverVest Venture Partners II (Ohio), LLC, the general partner of RiverVest Venture Fund II (Ohio), L.P. RiverVest Venture Partners II, L.P. is also the general partner of RiverVest Venture Fund II, L.P. As an authorized person of RiverVest Venture Partners II, LLC, the Reporting Person may be deemed to share dispositive voting and investment power with respect to the shares held by these entities. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
5. The warrants are immediately exercisable. |
6. The Series C Preferred Stock Warrants automatically converted into Common Stock Warrants on a one to one basis immediately prior to the completion of the Issuer's initial public offering of common stock. |
7. RiverVest Venture Fund II, L.P. exercised the warrants to purchase 35,785 shares of the Issuer's Common Stock for $8.79 per share immediately prior to the completion of the Issuer's initial public offering of common stock. RiverVest Venture Fund II, L.P. paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 19,660 of the warrant shares to pay the exercise price and issuing to RiverVest Venture Fund II, L.P. the remaining 16,125 shares. The shares issued pursuant to such exercise remain subject to a 180-day lock-up restriction. |
8. RiverVest Venture Fund II (Ohio), L.P. exercised the warrants to purchase 9,720 shares of the Issuer's Common Stock for $8.79 per share immediately prior to the completion of the Issuer's initial public offering of common stock. RiverVest Venture Fund II (Ohio), L.P. paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 5,340 of the warrant shares to pay the exercise price and issuing to RiverVest Venture Fund II (Ohio), L.P. the remaining 4,380 shares. The shares issued pursuant to such exercise remain subject to a 180-day lock-up restriction. |
Remarks: |
/s/ Paul E. Cayer, by power of attorney | 08/18/2014 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |