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*
Lichter Jay

(Last) (First) (Middle)
C/O AVALON VENTURES
1134 KLINE STREET

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Otonomy, Inc. [ OTIC ]
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)
08/18/2014
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)
Code V Amount (A) or (D) Price
Common Stock 08/18/2014 C 740,057 A (2) 748,589 I See footnote (1)
Common Stock 08/18/2014 C 660,580 A (3) 1,409,169 I See footnote (1)
Common Stock 08/18/2014 X 91,011 A $8.79 1,500,180 I See footnotes (1) (7)
Common Stock 08/18/2014 S 50,001 D $16 1,450,179 I See footnotes (1) (7)
Common Stock 08/18/2014 C 705,598 A (3) 705,598 I See footnote (4)
Common Stock 08/18/2014 P 109,375 A $16 814,973 I See footnotes (4) (8)
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 Preferred Stock (2) 08/18/2014 C 337,432 (2) (2) Common Stock 740,057 $0.00 0 I See footnote (1)
Series B Preferred Stock (3) 08/18/2014 C 175,889 (3) (3) Common Stock 175,889 $0.00 0 I See footnote (1)
Series C Preferred Stock (3) 08/18/2014 C 484,691 (3) (3) Common Stock 484,691 $0.00 0 I See footnote (1)
Series C Preferred Stock (3) 08/18/2014 C 568,828 (3) (3) Common Stock 568,828 $0.00 0 I See footnote (4)
Series D Preferred Stock (3) 08/18/2014 C 136,770 (3) (3) Common Stock 136,770 $0.00 0 I See footnote (4)
Series A Preferred Stock Warrant (right to buy) $31.092 08/18/2014 C 6,432 (2) (5) 11/04/2018 Series A Preferred Stock 6,432 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $14.1773 08/18/2014 C 14,106 (2) (5) 11/04/2018 Common Stock 14,106 $0.00 14,106 I See footnote (1)
Series A Preferred Stock Warrant (right to buy) $31.092 08/18/2014 C 6,432 (2) (5) 12/08/2018 Series A Preferred Stock 6,432 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $14.1773 08/18/2014 C 14,106 (2) (5) 12/08/2018 Common Stock 14,106 $0.00 14,106 I See footnote (1)
Series A Preferred Stock Warrant (right to buy) $31.092 08/18/2014 C 6,432 (2) (5) 01/14/2019 Series A Preferred Stock 6,432 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $14.1773 08/18/2014 C 14,106 (2) (5) 01/14/2019 Common Stock 14,106 $0.00 14,106 I See footnote (1)
Series A Preferred Stock Warrant (right to buy) $31.092 08/18/2014 C 6,432 (2) (5) 04/13/2019 Series A Preferred Stock 6,432 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $14.1773 08/18/2014 C 14,106 (2) (5) 04/13/2019 Common Stock 14,106 $0.00 14,106 I See footnote (1)
Series A Preferred Stock Warrant (right to buy) $31.092 08/18/2014 C 6,432 (2) (5) 07/01/2019 Series A Preferred Stock 6,432 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $14.1773 08/18/2014 C 14,106 (2) (5) 07/01/2019 Common Stock 14,106 $0.00 14,106 I See footnote (1)
Series A Preferred Stock Warrant (right to buy) $31.092 08/18/2014 C 6,432 (2) (5) 10/08/2019 Series A Preferred Stock 6,432 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $14.1773 08/18/2014 C 14,106 (2) (5) 10/08/2019 Common Stock 14,106 $0.00 14,106 I See footnote (1)
Series A Preferred Stock Warrant (right to buy) $31.092 08/18/2014 C 6,432 (2) (5) 12/15/2019 Series A Preferred Stock 6,432 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $14.1773 08/18/2014 C 14,106 (2) (5) 12/15/2019 Common Stock 14,106 $0.00 14,106 I See footnote (1)
Series A Preferred Stock Warrant (right to buy) $31.092 08/18/2014 C 6,432 (2) (5) 01/22/2020 Series A Preferred Stock 6,432 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $14.1773 08/18/2014 C 14,106 (2) (5) 01/22/2020 Common Stock 14,106 $0.00 14,106 I See footnote (1)
Series A Preferred Stock Warrant (right to buy) $31.092 08/18/2014 C 6,432 (2) (5) 04/01/2020 Series A Preferred Stock 6,432 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $14.1773 08/18/2014 C 14,106 (2) (5) 04/01/2020 Common Stock 14,106 $0.00 14,106 I See footnote (1)
Series A Preferred Stock Warrant (right to buy) $31.092 08/18/2014 C 6,432 (2) (5) 05/28/2020 Series A Preferred Stock 6,432 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $14.1773 08/18/2014 C 14,106 (2) (5) 05/28/2020 Common Stock 14,106 $0.00 14,106 I See footnote (1)
Series C Preferred Stock Warrant (right to buy) $8.79 08/18/2014 C 91,011 (6) (5) 08/18/2014 Series C Preferred Stock (3) 91,011 $0.00 0 I See footnote (1)
Common Stock Warrant (right to buy) $8.79 08/18/2014 C 91,011 (6) (5) 08/18/2014 Common Stock 91,011 $0.00 91,011 I See footnote (1)
Common Stock Warrant (right to buy) $8.79 08/18/2014 X 91,011 (5) 08/18/2014 Common Stock 91,011 $0.00 0 I See footnotes (1) (7)
Explanation of Responses:
1. The reported securities are held of record by Avalon Ventures VIII, L.P. ("Avalon VIII LP"). The Reporting Person is a managing director of Avalon Ventures VIII GP, LLC ("Avalon VIII GP"), the general partner of Avalon VIII LP, and disclaims beneficial ownership of the securities held by Avalon VIII LP except to the extenet of any pecuniary interest therein.
2. The Series A Convertible Preferred Stock automatically converted into Common Stock on a 2.193204365 to one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
3. Each of the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock automatically converted into Common Stock on a one to one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
4. The reported securities are held of record by Avalon Ventures X, L.P. ("Avalon X LP"). The Reporting Person is a managing director of Avalon Ventures X GP, LLC ("Avalon X GP"), the general partner of Avalon X LP, and disclaims beneficial ownership of the securities held by Avalon X LP except to the extenet of any 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. Avalon VIII LP exercised the warrants to purchase 91,011 shares of Issuer Common Stock for $8.79 per share immediately prior to the completion of the Issuer's initial public offering of common stock. Avalon VIII LP paid the exercise price on a cashless basis, resulting in Issuer's withholding of 50,001 of the warrant shares to pay the exercise price and issuing to Avalon VIII LP the remaining 41,010 shares. The shares issued pursuant to such exercise remain subject to a 180-day lock-up restriction.
8. Avalon X LP purchased 109,375 shares of Issuer Common Stock in the Issuer's initial public offering.
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.
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