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^*

STARR KEVIN P

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/05/2014

3. Issuer Name and Ticker or Trading Symbol
Eleven Biotherapeutics, Inc. [ EBIO ]

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)
Common Stock	330,708	I	See Footnote⁽¹⁾

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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	3,267,716	⁽²⁾	I	See Footnote⁽¹⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	481,619	⁽³⁾	I	See Footnote⁽¹⁾
Common Stock Warrant (right to purchase)	⁽⁴⁾	⁽⁴⁾	Common Stock	127,077	$0.0635	I	See Footnote⁽¹⁾
Common Stock Warrant (right to purchase)	⁽⁵⁾	⁽⁵⁾	Common Stock	82,989	$0.0635	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

STARR KEVIN P

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(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^*

TEPPER ROBERT I

(Last)

(First)

(Middle)

C/O THIRD ROCK VENTURES, LLC

29 NEWBURY STREET, 3RD FLOOR

(Street)

BOSTON

02116

(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. The securities are directly held by Third Rock Ventures, L.P. ("TRV LP"). The general partner of TRV LP is Third Rock Ventures GP, LP ("TRV GP"). The general partner of TRV GP is Third Rock Ventures GP, LLC ("TRV LLC"). The individual managers of TRV LLC are Mark Levin (''Levin") and each of the Reporting Persons (together with Levin, the "Managers"). Each of the Reporting Persons disclaims beneficial ownership of all shares except to the extent of his pecuniary interest, if any, therein.

2. The Series A Preferred Stock is convertible into Common Stock on an 6.35-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

3. The Series B Preferred Stock is convertible into Common Stock on an 6.35-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

4. The Warrant to purchase Common Stock as shown in column 3 is exercisable at any time at the holder's election prior to June 28, 2018, and automatically upon the closing of the Issuer's initial public offering.

5. The Warrant to purchase Common Stock as shown in column 3 is exercisable at any time at the holder's election prior to December 4, 2018, and automatically upon the closing of the Issuer's initial public offering.

Remarks:

	/s/ Kevin Gillis by Power of Attorney for Kevin Starr	02/05/2014
	/s/ Kevin Gillis by Power of Attorney for Dr. Robert Tepper	02/05/2014
	** 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).
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