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*
Novo A/S

(Last) (First) (Middle)
TUBORG HAVNEVEJ 19

(Street)
HELLERUP G7 2900

(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)
Director X 10% Owner
Officer (give title below) X Other (specify below)
SEE REMARKS
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 X 36,405 A (1) 36,405 D
Common Stock 08/18/2014 X 31,854 A (1) 68,259 D
Common Stock 08/18/2014 C 1,919,201 A (2) 1,987,460 D
Common Stock 08/18/2014 P 171,875 A $16 2,159,335 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
Series C Preferred Stock Warrant (Right to Buy) (1) 08/18/2014 X 36,405 (1) 08/23/2022 Common Stock 36,405 $0.00 0 D
Series C Preferred Stock Warrant (Right to Buy) (1) 08/18/2014 X 31,854 (1) 01/22/2023 Common Stock 31,854 $0.00 0 D
Series B Preferred Stock (2) 08/18/2014 C 439,724 (2) (2) Common Stock 439,724 $0.00 0 D
Series C Preferred Stock (2) 08/18/2014 C 1,131,436 (2) (2) Common Stock 1,131,436 $0.00 0 D
Series D Preferred Stock (2) 08/18/2014 C 348,041 (2) (2) Common Stock 348,041 $0.00 0 D
Explanation of Responses:
1. Immediately prior to the closing of the Issuer's initial public offering (the "IPO Closing"), the warrants were exercised for shares of Series C Preferred Stock (the "Series C Warrant Shares") at an exercise price of $8.79 per share (after adjustment for the 35.16-for-1 reverse split of common stock (the "Stock Split") effected by the Issuer on July 31, 2014). The Series C Warrant Shares were automatically converted upon the IPO Closing on a one-for-one basis for no additional consideration into the Issuer's common stock. The number of shares indicated for this line item represents the number of shares of the Issuer's common stock covered by the warrants and the subsequent conversion of such warrants into the Series C Warrant Shares as adjusted for the Stock Split.
2. The Series B, Series C and Series D Preferred Stock (collectively, the "Preferred Stock") had no expiration date and was convertible at any time at the holder's election. Upon the IPO Closing, the Preferred Stock automatically converted on a one-for-one basis for no additional consideration into the Issuer's common stock. The number of shares reported on this line item reflects the number of shares of the Issuer's common stock as adjusted for the Stock Split.
Remarks:
Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the "Novo Board"), which is currently comprised of Sten Scheibye, Goran Ando, Jeppe Christiansen, Steen Riisgaard and Per Wold-Olsen, has shared investment and voting control over the securities of the Issuer held by Novo A/S (the "Shares") and may exercise such control only with the support of a majority of the Novo Board. As such, no individual member of the Novo Board is deemed to hold any beneficial ownership or reportable pecuniary interest in the Shares.
/s/ Thorkil Kastberg Christensen, Chief Financial Officer of Novo A/S 08/18/2014
** Signature of Reporting Person Date
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