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* Mehra Anand (Last) (First) (Middle) C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol AERIE PHARMACEUTICALS INC [ AERI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/25/2013
	4. 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 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	10/25/2013		C		932,553	A	(1)	932,553	I	See footnote(2)
Common Stock	10/25/2013		C		1,363,636	A	(3)	2,296,189	I	See footnote(2)
Common Stock	10/25/2013		C(8)		155,600	A	$0.05	2,451,789	I	See footnote(2)
Common Stock	10/25/2013		C		353,800	A	(6)	2,805,589	I	See footnote(2)
Common Stock	10/25/2013		P		285,000	A	$10	3,090,589	I	See footnote(2)(4)

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-4 Convertible Preferred Stock	(1)	10/25/2013		C			4,662,765	(1)	(1)	Common Stock	932,553	$0	0	I	See footnote(2)
Series B Convertible Preferred Stock	(3)	10/25/2013		C			6,818,182	(3)	(3)	Common Stock	1,363,636	$0	0	I	See footnote(2)
Series B Preferred Stock Warrant (right to buy)	$0.05	10/25/2013		C			778,000	(5)	(5)	Common Stock	155,600	$0	0	I	See footnote(2)
Convertible Notes	(6)	10/25/2013		C			353,800	(6)	(6)	Common Stock	353,800	$0	0	I	See footnote(2)
Series A-4 Preferred Stock Warrant (right to buy)	(7)	10/25/2013		C			750,000	(7)	(7)	Common Stock	150,000	$0	0	I	See footnote(2)
Common Stock Warrant (right to buy)	$5(7)	10/25/2013		C		150,000		(7)	(7)	Common Stock	150,000	$0	150,000	I	See footnote(2)

1. Name and Address of Reporting Person* Mehra Anand (Last) (First) (Middle) C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (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* HEALY JAMES (Last) (First) (Middle) C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (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* POWELL MICHAEL (Last) (First) (Middle) C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (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* Buatois Eric (Last) (First) (Middle) C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (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* SOFINNOVA VENTURE PARTNERS VII L P (Last) (First) (Middle) C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (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* Sofinnova Management VII, L.L.C. (Last) (First) (Middle) C/O SOFINNOVA VENTURES 2800 SAND HILL ROAD, SUITE 150 (Street) MENLO PARK CA 94025 (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. All outstanding shares of the Series A-4 Convertible Preferred Stock, including the 4,662,765 shares held by the Reporting Persons, were automatically converted into shares of Common Stock on a one-for-five basis upon the closing of the Issuer's initial public offering for no additional consideration.

2. The securities are owned directly by Sofinnova Venture Partners VII, L.P. ("SV VII"). Sofinnova Management VII, L.L.C. ("SV VII LLC"), the general partner of SV VII, James Healy, Michael Powell, and Eric Buatois, the managing members of SV VII LLC, and Anand Mehra, a director of the Issuer, may be deemed to have shared voting and dispositive power over the shares owned by SV VII. Such persons and entities disclaim beneficial ownership over the shares owned by SV VII except to the extent of any pecuniary interest therein.

3. All outstanding shares of the Series B Convertible Preferred Stock, including the 6,818,182 shares held by the Reporting Persons, were automatically converted into shares of Common Stock on a one-for-five basis upon the closing of the Issuer's initial public offering for no additional consideration.

4. The shares were purchased in the Issuer's initial public offering.

5. The Series B warrants to purchase shares of the Issuer's Series B convertible preferred stock were exercisable at a price of $0.01 per share at any time during their seven year term (expiration is December 2019), subject to adjustment. Upon completion of the Issuer's initial public offering, the Series B warrants automatically became exercisable for 155,600 shares of the Issuer's Common Stock at an exercise price of $0.05 per share.

6. The outstanding principal amount and all accrued and unpaid interest thereon converted into shares of Common Stock at a price per share equal to the initial public offering price upon the closing of the Issuer's initial public offering.

7. The Series A-4 warrants to purchase shares of the Issuer's Series A-4 convertible preferred stock were exercisable at a price of $1.00 per share at any time during their ten year term (expiration is August 2020), subject to adjustment. Upon completion of the Issuer's initial public offering, the Series A-4 warrants automatically became exercisable for 150,000 shares of the Issuer's common stock at an exercise price of $5.00 per share.

8. Exercise of warrant in cash in the amount of $7,780 in connection with the closing of the Issuer's initial public offering.

	/s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra	10/30/2013
	/s/ Nathalie Auber, Attorney-in-Fact for James Healy	10/30/2013
	/s/ Nathalie Auber, Attorney-in-Fact for Eric Buatois	10/30/2013
	/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell	10/30/2013
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VII, L.P.	10/30/2013
	/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VII, L.L.C.	10/30/2013
	** Signature of Reporting Person	Date
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