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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Lichter Jay (Last) (First) (Middle) C/O AVALON VENTURES 1134 KLINE STREET (Street) LA JOLLA CA 92037 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol OTONOMY, INC. [ OTIC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/31/2017
	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	08/31/2017		M(1)		141,060	A	$14.18	2,406,212	I	See Footnote(2)
Common Stock	08/31/2017		F(1)		108,851	D	$18.37	2,297,361	I	See Footnote(2)

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
Warrant to Purchase Common Stock (Right to Buy)	$14.18	08/31/2017		M(1)			14,106	08/18/2014	11/04/2018	Common Stock	14,106	$0.00	0	I	See Footnote(2)
Warrant to Purchase Common Stock (Right to Buy)	$14.18	08/31/2017		M(1)			14,106	08/18/2014	12/08/2018	Common Stock	14,106	$0.00	0	I	See Footnote(2)
Warrant to Purchase Common Stock (Right to Buy)	$14.18	08/31/2017		M(1)			14,106	08/18/2014	01/14/2019	Common Stock	14,106	$0.00	0	I	See Footnote(2)
Warrant to Purchase Common Stock (Right to Buy)	$14.18	08/31/2017		M(1)			14,106	08/18/2014	04/13/2019	Common Stock	14,106	$0.00	0	I	See Footnote(2)
Warrant to Purchase Common Stock (Right to Buy)	$14.18	08/31/2017		M(1)			14,106	08/18/2014	07/01/2019	Common Stock	14,106	$0.00	0	I	See Footnote(2)
Warrant to Purchase Common Stock (Right to Buy)	$14.18	08/31/2017		M(1)			14,106	08/18/2014	10/08/2019	Common Stock	14,106	$0.00	0	I	See Footnote(2)
Warrant to Purchase Common Stock (Right to Buy)	$14.18	08/31/2017		M(1)			14,106	08/18/2014	12/15/2019	Common Stock	14,106	$0.00	0	I	See Footnote(2)
Warrant to Purchase Common Stock (Right to Buy)	$14.18	08/31/2017		M(1)			14,106	08/18/2014	01/22/2020	Common Stock	14,106	$0.00	0	I	See Footnote(2)
Warrant to Purchase Common Stock (Right to Buy)	$14.18	08/31/2017		M(1)			14,106	08/18/2014	04/01/2020	Common Stock	14,106	$0.00	0	I	See Footnote(2)
Warrant to Purchase Common Stock (Right to Buy)	$14.18	08/31/2017		M(1)			14,106	08/18/2014	05/28/2020	Common Stock	14,106	$0.00	0	I	See Footnote(2)

Explanation of Responses:

1. On August 31, 2017, Avalon Ventures VIII, L.P. ("Avalon VIII LP") exercised certain warrants to purchase an aggregate of 141,060 shares of the Issuer's common stock at an exercise price of $14.18 per share. Avalon VIII LP paid the exercise price of the warrants on a cashless basis, resulting in the Issuer's withholding of 108,851 of the shares of common stock to pay the exercise price and the issuance to Avalon VIII LP of 32,209 shares.

2. The reported securities are held of record by Avalon VIII LP. The Reporting Person is a managing director of Avalon Ventures VIII GP, LLC, the general partner of Avalon VIII LP, and disclaims beneficial ownership of the securities held by Avalon VIII LP except to the extent of any pecuniary interest therein.

Remarks:

	/s/ Jay Lichter, Ph.D.	09/05/2017
	** 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).
** 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.