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*
Kelbon Marcia S.

(Last) (First) (Middle)
201 ELLIOTT AVENUE WEST

(Street)
SEATTLE WA 98119

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OMEROS CORP [ OMER ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Patent and General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2015
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)
Code V Amount (A) or (D) Price
Common Stock 12/18/2015 M 15,154 A $0.98 146,280 D
Common Stock 12/18/2015 S (1) (2) 15,154 D $15 131,126 D
Common Stock 12/19/2015 M 7,300 A $4.1 138,426 D
Common Stock 12/22/2015 M 746 A $0.98 139,172 D
Common Stock 12/22/2015 S (1) (2) 746 D $15 138,426 D
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
Stock Option (Right to Buy) $0.98 12/18/2015 M 15,154 (3) 12/11/2016 Common Stock 15,154 $0.00 143,946 D
Stock Option (Right to Buy) $4.1 12/19/2015 M 7,300 (4) 01/07/2022 Common Stock 7,300 $0.00 112,700 D
Stock Option (Right to Buy) $0.98 12/22/2015 M 746 (3) 12/11/2016 Common Stock 746 $0.00 143,200 D
Explanation of Responses:
1. Open market sale pursuant to a 10b5-1 trading plan adopted by the reporting person on June 3, 2014, at which time the trading schedule, including sale periods, price and the number of shares to be sold, was established, in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. This Rule 10b5-1 plan provides for fixed sales of a total of 175,000 shares, by exercise of options otherwise expiring on December 11, 2016, over a one-year period beginning in November 2015, with sale periods commencing approximately monthly and with approximately 15,900 shares to be sold in each sale period. Following the establishment of the 10b5-1 trading plan on June 3, 2014, and consistent with its applicable trading rules, Ms. Kelbon has had no further input or control over the specific share sales or timing of those sales under the plan.
2. (continued from Footnote 1) A portion of the proceeds are being used to fund the exercise and holding of other options and may also be used to fund the costs of and taxes on the future exercise and holding of additional other options. These sales of shares occurred during the second monthly sale period under this trading plan.
3. The option vested and became exercisable in 48 equal monthly installments. The first installment became exercisable on November 1, 2005 and subsequent installments became exercisable on each monthly anniversary thereafter. On December 18, 2015, options to purchase 15,154 shares were exercised and on December 22, 2015, options to purchase 746 shares were exercised. These shares were sold upon exercise as reflected in Table I.
4. The option vested and became exercisable over 48 equal monthly installments, with a vesting commencement date of April 1, 2011. Installments vested and became exercisable on each monthly anniversary thereafter. On December 19, 2015, options to purchase 7,300 of these shares were exercised and held.
Remarks:
/s/ Marcia S. Kelbon 12/22/2015
** 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.
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