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^*

Holland David

(Last)

(First)

(Middle)

6120 WINDWARD PARKWAY

SUITE 290

(Street)

ALPHARETTA

30005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2010

3. Issuer Name and Ticker or Trading Symbol
ALIMERA SCIENCES INC [ ALIM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President of Marketing

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)
Common Stock	117,647	D

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)
Employee Stock Option (Right to Buy)	⁽¹⁾	07/07/2014	Common Stock	26,795⁽⁸⁾	$2.04⁽⁹⁾	D
Employee Stock Option (Right to Buy)	⁽²⁾	01/01/2016	Common Stock	33,088⁽⁸⁾	$1.33⁽⁹⁾	D
Employee Stock Option (Right to Buy)	⁽³⁾	10/12/2016	Common Stock	33,088⁽⁸⁾	$1.33⁽⁹⁾	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	12/13/2017	Common Stock	1,954⁽⁸⁾	$1.39⁽⁹⁾	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	03/20/2018	Common Stock	50,560⁽⁸⁾	$2.41⁽⁹⁾	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	08/25/2019	Common Stock	6,839⁽⁸⁾	$4.01⁽⁹⁾	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	08/25/2019	Common Stock	20,759⁽⁸⁾	$4.01⁽⁹⁾	D

Explanation of Responses:

1. Exercisable with respect to 1/4 of the shares of stock which are subject to this option on the first anniversary of July 7, 2004 (the "Grant Date"), provided Employee remains continuously employed by Alimera through the first anniversary of the Grant Date; and 1/12 of the shares of stock which remain subject to this option, and which do not vest on the first anniversary of the Grant Date, on the last day of each calendar quarter in the twelve calendar quarter period which starts on or after the first anniversary of the Grant Date, provided he or she remains continuously employed by Alimera through the last day of such calendar quarter.

2. Exercisable with respect to 1/4 of the shares of stock which are subject to this option on 11/22/06 (the "Initial Vesting Date"), provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and 3/4 of the shares of stock which are subject to this option in equal increments quarterly over three years beginning on the date three (3) months from the Initial Vesting Date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

3. Exercisable with respect to 1/4 of the shares of stock which are subject to this option on 11/22/06 (the "Initial Vesting Date"), provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and 3/4 of the shares of stock which are subject to this option in equal increments quarterly over three years beginning on the date three (3) months from the Initial Vesting Date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

4. Exercisable with respect to 1/4 of the shares of stock which are subject to this option on 12/13/08 (the "Initial Vesting Date"), provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and 3/4 of the shares of stock which are subject to this option in equal increments quarterly over three years beginning on the date three (3) months from the Initial Vesting Date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

5. Exercisable with respect to 1/4 of the shares of stock which are subject to this option on 3/20/09 (the "Initial Vesting Date"), provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and 3/4 of the shares of stock which are subject to this option in equal increments quarterly over three years beginning on the date three (3) months from the Initial Vesting Date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

6. Exercisable with respect to 1/4 of the shares of stock which are subject to this option on 8/25/2010 (the "Initial Vesting Date"), provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and 3/4 of the shares of stock which are subject to this option in equal increments quarterly over three years beginning on the date three (3) months from the Initial Vesting Date provided he or she remains continuously employed by Alimera through the last day of each quarterly period.

7. Exercisable with respect to 25% of the shares of stock which are subject to this option upon the one year anniversary of the date upon which the Investor Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase Agreement (the "Purchase Agreement"), deliver to the Company a Mandatory Exercise Election, as defined in the Purchase Agreement (the "Initial Vesting Date"), provided Employee remains continuously employed by Alimera through the Initial Vesting Date; and the remainder of the shares of stock which are subject to this option shall vest in equal increments quarterly over three years beginning on the date three months from such Initial Vesting Date, provided Employee remains continuously employed by Alimera through the last day of each quarterly period.

8. Reflects a 3.4-for-1 reverse stock split, effective as of immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-162782).

9. Reflects the converted exercise price of each option share pursuant to the 3.4-for-1 reverse stock split, as of immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-162782).

	/s/ David Holland	04/21/2010
	** 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.
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