SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

PATEL SAMIR CHANDRAKANT

(Last)

(First)

(Middle)

C/O OPHTHOTECH CORPORATION

ONE PENN PLAZA, 35TH FLOOR

(Street)

NEW YORK

10119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2013

3. Issuer Name and Ticker or Trading Symbol
Ophthotech Corp. [ OPHT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	152,543	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Common Stock	244,821⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	I⁽¹⁾	See Footnote⁽¹⁾
Series B Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	70,621⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	I⁽¹⁾	See Footnote⁽¹⁾
Series C Preferred Stock	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	23,081⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	I⁽¹⁾	See Footnote⁽¹⁾
Stock Option (right to buy)	⁽⁹⁾	05/17/2020	Common Stock	68,157	$1.593	D
Stock Option (right to buy)	⁽⁹⁾	05/17/2020	Common Stock	88,904	$1.593	D
Stock Option (right to buy)	⁽⁹⁾	05/17/2020	Common Stock	17,802	$1.593	D
Stock Option (right to buy)	⁽¹⁰⁾	05/17/2020	Common Stock	7,937	$1.593	D
Stock Option (right to buy)	⁽⁹⁾	05/17/2020	Common Stock	3,268	$1.593	D
Stock Option (right to buy)	⁽¹¹⁾	05/17/2020	Common Stock	37,377	$1.593	D
Stock Option (right to buy)	⁽⁹⁾	05/17/2020	Common Stock	12,459	$1.593	D
Stock Option (right to buy)	⁽¹²⁾	05/10/2021	Common Stock	42,583	$1.652	D
Stock Option (right to buy)	⁽⁹⁾	05/10/2021	Common Stock	15,044	$1.652	D
Stock Option (right to buy)	⁽¹³⁾	04/08/2022	Common Stock	67,796	$1.652	D
Stock Option (right to buy)	⁽¹⁴⁾	05/27/2013	Common Stock	56,858	$13.216	D

Explanation of Responses:

1. These shares are held by Samir C. Patel LLC. Dr. Patel beneficially owns all shares held by Samir C. Patel LLC.

2. Represents: (a) shares of Series A Preferred Stock currently convertible into 44,553 shares of Common Stock that were issued August 9, 2007; (b) shares of Series A Preferred Stock currently convertible into 43,395 shares of Common Stock that were issued August 27, 2007; (c) shares of Series A Preferred Stock currently convertible into 28,248 shares of Common Stock that were issued April 14, 2008; (d) shares of Series A Preferred Stock currently convertible into 61,205 shares of Common Stock; (e) shares of Series A Preferred Stock currently convertible into 53,294 shares of Common Stock that were issued May 6, 2009; and (f) shares of Series A Preferred Stock currently convertible into 14,124 shares of Common Stock. Shares of Series A Preferred Stock accrue stock dividends payable in additional shares of Series A Preferred Stock at a rate of 4% per annum from December 11, 2009. These accrued stock dividends are payable in connection with the closing of the issuer's initial public

3. (continued from footnote 2) offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series A Preferred Stock that are currently convertible into 37,240 shares of Common Stock. Shares of Series A Preferred Stock, including shares of Series A Preferred Stock issued as accrued stock dividends, are immediately convertible into shares of Common Stock upon issuance, will be automatically converted into shares of Common Stock immediately upon the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and have no expiration date. The above Common Stock share equivalent numbers are rounded down to the nearest whole share number.

4. (continued from footnote 3) Pursuant to the issuer's fourth amended and restated certificate of incorporation, as amended, all shares of the issuer's preferred stock will be aggregated across series for purposes of conversion to Common Stock, resulting in additional whole shares being issued as a result of the aggregation of fractional shares across series.

5. Represents: (a) shares of Series B Preferred Stock currently convertible into 35,310 shares of Common Stock that were issued December 11, 2009; and (b) shares of Series B Preferred Stock currently convertible into 35,310 shares of Common Stock that were issued March 1, 2011. Shares of Series B Preferred Stock accrue stock dividends payable in additional shares of Series B Preferred Stock at a rate of 4% per annum from the date of issuance. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series B Preferred Stock that are currently convertible into 9,017 shares of Common Stock. Shares of Series B Preferred Stock, including shares of Series B Preferred Stock issued as accrued stock dividends, are immediately convertible into shares of Common

6. (continued from footnote 5) Stock upon issuance, will be automatically converted into shares of Common Stock immediately upon the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and have no expiration date. The above Common Stock share equivalent numbers presented in this footnote are rounded down to the nearest whole share number. Pursuant to the issuer's fourth amended and restated certificate of incorporation, as amended, all shares of the issuer's preferred stock will be aggregated across series for purposes of conversion to Common Stock, resulting in additional whole shares being issued as a result of the aggregation of fractional shares across series.

7. Represents: (a) shares of Series C Preferred Stock currently convertible into 7,693 shares of Common Stock that were issued May 23, 2013; and (b) shares of Series C Preferred Stock currently convertible into 15,387 shares of Common Stock that were issued August 7, 2013. Shares of Series C Preferred Stock accrue stock dividends payable in additional shares of Series C Preferred Stock at a rate of 4% per annum from the date of issuance. These accrued stock dividends are payable in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended. The aggregate amount of stock dividends that have accrued to date constitute shares of Series C Preferred Stock that are currently convertible into 201 shares of Common Stock. Shares of Series C Preferred Stock, including shares of Series C Preferred Stock issued as accrued stock dividends, are immediately convertible into shares of

8. (continued from footnote 7) Common Stock upon issuance, will be automatically converted into shares of Common Stock immediately upon the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and have no expiration date. The above Common Stock share equivalent numbers presented in this footnote are rounded down to the nearest whole share number. Pursuant to the issuer's fourth amended and restated certificate of incorporation, as amended, all shares of the issuer's preferred stock will be aggregated across series for purposes of conversion to Common Stock, resulting in additional whole shares being issued as a result of the aggregation of fractional shares across series.

9. Currently exercisable.

10. This option was granted on May 18, 2010 and is currently exercisable for 7,703 shares underlying the option. The remaining shares underlying this option vest in October 2013.

11. This option was granted on May 18, 2010 and is currently exercisable for 34,264 shares underlying the option. The remaining shares underlying this option vest monthly in approximately equal amounts through December 2013.

12. This option was granted on May 11, 2011 and is currently exercisable for 18,750 shares underlying the option. The remaining shares underlying this option vest monthly in approximately equal amounts through May 2015.

13. This option was granted on April 9, 2012 and vests over four years, with 2.0833% of the original number of shares underlying the option vesting monthly from the date of grant.

14. This option was granted on May 28, 2013 and vests over four years, with 2.0833% of the original number of shares underlying the option vesting monthly from the date of grant

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Samir C. Patel	09/24/2013
	** 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 5 (b)(v).
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