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* Clarus Lifesciences II, L.P. (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/25/2013	3. Issuer Name and Ticker or Trading Symbol Ophthotech Corp. [ OPHT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Preferred Stock	(1)	(1)	Common Stock	2,542,373(2)	(1)	D(5)(6)
Series C Preferred Stock	(3)	(3)	Common Stock	186,027(4)	(3)	D(5)(6)

1. Name and Address of Reporting Person* Clarus Lifesciences II, L.P. (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Clarus Ventures II GP, L.P. (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Clarus Ventures II, LLC (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LIPTAK ROBERT (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Simon Nicholas (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HENNER DENNIS (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GALAKATOS NICHOLAS (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WHEELER KURT (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STEINMETZ MICHAEL (Last) (First) (Middle) C/O CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 (Street) CAMBRIDGE MA 02142 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each share of Series B Preferred Stock will be automatically converted into Common Stock on a 1 for 5.9 reverse split basis upon the closing of the issuer's firm commitment underwritten public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (the "IPO") and has no expiration date.

2. As converted, not including shares of Series B Preferred Stock issued as accrued stock dividends (the "Series B Accrued Shares") which, when including the amount of Series C Preferred Stock as converted (inclusive of any accrued stock dividends with respect to such Series C Preferred Stock) plus the Series B Accrued Shares equals 3,054,744 shares of Common Stock in the aggregate.

3. Each share of Series C Preferred Stock will be automatically converted into Common Stock on a 1 for 5.9 reverse split basis upon the closing of the issuer's IPO and has no expiration date.

4. As converted, not including shares of Series C Preferred Stock issued as accrued stock dividends (the "Series C Accrued Shares") which, when including the amount of Series B Preferred Stock as converted (inclusive of any accrued stock dividends with respect to such Series B Preferred Stock) plus the Series C Accrued Shares equals 3,054,744 shares of Common Stock in the aggregate.

5. Securities held of record by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest.

6. Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.

Remarks:

	/s/ Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P., general partner of Clarus Lifesciences II, L.P.	09/25/2013
	/s/ Robert Liptak, Manager of Clarus Ventures II, LLC, general partner of Clarus Ventures II GP, L.P.	09/25/2013
	/s/ Robert Liptak, Manager of Clarus Ventures II, LLC	09/25/2013
	/s/ Robert Liptak, on behalf of Nicholas Simon	09/25/2013
	/s/ Robert Liptak	09/25/2013
	/s/ Robert Liptak, on behalf of Dennis Henner	09/25/2013
	/s/ Robert Liptak, on behalf of Nicholas Galakatos	09/25/2013
	/s/ Robert Liptak, on behalf of Kurt Wheeler	09/25/2013
	/s/ Robert Liptak, on behalf of Michael Steinmetz	09/25/2013
	** 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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