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
Ophthotech Corp. [ OPHT ]
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)
09/30/2013
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 09/30/2013 C 6,441,819 (1) A $0.00 (1) 6,441,819 (2) D
COMMON STOCK 09/30/2013 P 455,000 A $22 6,896,819 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 A PREFERRED STOCK (1) 09/30/2013 C 14,374,443 (1) (1) COMMON STOCK 2,806,937 (1) (3) $0.00 0 D
SERIES B PREFERRED STOCK (1) 09/30/2013 C 5,208,334 (1) (1) COMMON STOCK 995,520 (1) (4) $0.00 0 D
SERIES C PREFERRED STOCK (1) 09/30/2013 C 15,438,009 (1) (1) COMMON STOCK 2,639,359 (1) (5) $0.00 0 D
Explanation of Responses:
1. Series A, B and C Preferred Stock (collectively, the "Preferred Stock") has no expiration date and was converted upon the closing of the Issuer's initial public offering (the "IPO Closing") on a one-for-5.9000 basis, as adjusted to give effect to the reverse stock split of the Issuer's Common Stock at the IPO Closing.
2. Includes three (3) shares received as a result of the aggregation of fractional shares at the time of conversion and stock split.
3. Includes 370,591 shares of Common Stock issuable upon conversion as dividends that accrued on each series of Preferred Stock prior to conversion.
4. Includes 112,752 shares of Common Stock issuable upon conversion as dividends that accrued on each series of Preferred Stock prior to conversion.
5. Includes 22,748 shares of Common Stock issuable upon conversion as dividends that accrued on each series of Preferred Stock prior to conversion.
Remarks:
Novo A/S is a Danish limited liability company. The board of directors of Novo A/S (the "Novo Board"), currently comprised of Sten Scheibye, Goran Ando, Jorgen Boe, 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 09/30/2013
** 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 4 (b)(v).
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