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^*

Smith W Bradford

(Last)

(First)

(Middle)

C/O OCULAR THERAPEUTIX, INC.

36 CROSBY DRIVE, SUITE 101

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2014

3. Issuer Name and Ticker or Trading Symbol
OCULAR THERAPEUTIX, INC [ OCUL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO and Treasurer

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)

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)
Stock Option (right to buy)	⁽¹⁾	03/26/2024	Common Stock	41,819	$8.8	D
Stock Option (right to buy)	⁽²⁾	03/26/2024	Common Stock	81,286	$8.8	D

Explanation of Responses:

1. This option was granted on March 27, 2014 and vests over four years, with (i) approximately 27.2% of the shares underlying the option vesting on March 26, 2015, (ii) approximately 6.1% vesting monthly from January 26, 2016 to April 26, 2016, (iii) approximately 2.7% vesting on May 26, 2016, (iv) approximately 6.1% vesting monthly from January 26, 2017 to April 26, 2017, (v) approximately 2.7% vesting on May 26, 2017, and (vi) approximately 6.1% vesting monthly from January 26, 2018 to March 26, 2018.

2. This option was granted on March 27, 2014 and vests over four years, with (i) approximately 23.9% of the shares underlying the option vesting on March 26, 2015, (ii) approximately 3.2% vesting monthly from April 26, 2015 to December 26, 2015, (iii) approximately 1.8% vesting on May 26, 2016, (iv) approximately 3.2% vesting monthly from June 26, 2016 to December 26, 2016, (v) approximately 1.8% vesting on May 26, 2017, and (vi) approximately 3.2% vesting monthly from June 26, 2016 to December 26, 2016.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Bradford Smith	07/24/2014
	** 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 5 (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.