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^*

Hatteras Venture Advisors III, LLC

(Last)

(First)

(Middle)

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2016

3. Issuer Name and Ticker or Trading Symbol
Clearside Biomedical, Inc. [ CLSD ]

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	56,023⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾

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	⁽⁴⁾	⁽⁴⁾	Common Stock	925,411⁽⁵⁾	⁽⁴⁾	I	See Footnotes⁽²⁾⁽⁶⁾
Series A-1 Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	313,357⁽⁵⁾	⁽⁷⁾	I	See Footnotes⁽²⁾⁽⁸⁾
Series B Preferred Stock	⁽⁹⁾	⁽⁹⁾	Common Stock	196,790⁽⁵⁾	⁽⁹⁾	I	See Footnotes⁽²⁾⁽¹⁰⁾
Series C Preferred Stock	⁽¹¹⁾	⁽¹¹⁾	Common Stock	162,661⁽⁵⁾	⁽¹¹⁾	I	See Footnotes⁽²⁾⁽¹²⁾
Warrant to Purchase Common Stock (right to buy)	04/28/2014	⁽¹³⁾	Common Stock	19,900⁽¹⁴⁾	$0.022⁽¹⁴⁾	I	By Hatteras Venture Partners III, LP⁽²⁾⁽¹⁵⁾
Warrant to Purchase Common Stock (right to buy)	04/28/2014	⁽¹³⁾	Common Stock	1,805⁽¹⁴⁾	$0.022⁽¹⁴⁾	I	By Hatteras Venture Affiliates III, LP⁽²⁾⁽¹⁶⁾

1. Name and Address of Reporting Person^*

Hatteras Venture Advisors III, LLC

(Last)

(First)

(Middle)

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Hatteras Ventures Partners III LP

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Hatteras Venture Affiliates III Lp

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Crumpler John

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Reed Douglas MD

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

LEE KENNETH B JR

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

INGRAM ROBERT ALEXANDER

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(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^*

Thorp Clay

(Last)

(First)

(Middle)

C/O HATTERAS VENTURES

280 S. MANGUM ST., SUITE 350

(Street)

DURHAM

27701

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The number of shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016.

2. The reportable securities are owned directly by Hatteras Venture Partners III, LP ("HVP") and Hatteras Venture Affiliates III, LP ("HVA"). Hatteras Venture Advisors III, LLC is the general partner of HVP and HVA (the "GP"). The shares directly held by HVP and HVA are indirectly held by the individual managing members of GP (each, a "GP Managing Member" and collectively, the "GP Managing Members"). The GP Managing Members are John Crumpler, Clay Thorp, Ken Lee, Douglas Reed and Robert Ingram. The GP Managing Members may share voting and dispositive power over the securities directly held by HVP and HVA. Each GP Managing Member disclaims beneficial ownership of these securities and this report is not an admission that any GP Managing Member is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

3. HVP holds 51,363 shares and HVA holds 4,660 shares of the Issuer's common stock directly.

4. Each share of the Series A Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A Preferred Stock has no expiration date.

5. The number of underlying shares of common stock reflects a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016.

6. HVP holds 1,866,418 shares and HVA holds 169,489 shares of the Issuer's Series A Preferred Stock directly.

7. Each share of the Series A-1 Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A-1 Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series A-1 Preferred Stock has no expiration date.

8. HVP holds 631,997 shares and HVA holds 57,391 shares of the Issuer's Series A-1 Preferred Stock directly.

9. Each share of the Series B Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. In addition, effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series B Preferred Stock will automatically convert into 0.454545 shares of the Issuer's common stock. The Series B Preferred Stock has no expiration date.

10. HVP holds 396,920 shares and HVA holds 36,020 shares of the Issuer's Series B Preferred Stock directly.

11. Each share of the Series C Preferred Stock is convertible, at any time, at the holder's election, into 0.454545 shares of the Issuer's common stock. The terms of the Series C Preferred Stock provide that the ratio at which each share of such series converts into shares of the Issuer's common stock will increase if the offering price for the Issuer's initial public offering of common stock is below $8.34 per share. Based upon the anticipated initial public offering price of $7.00 per share, each share of Series C Preferred Stock will convert into approximately 0.4814 shares of the Issuer's common stock immediately prior to the closing of the offering. The Series C Preferred Stock has no expiration date.

12. HVP holds 309,768 shares and HVA holds 28,130 shares of the Issuer's Series C Preferred Stock directly.

13. This warrant expires upon an initial public offering of the Issuer's securities.

14. The number of underlying shares of common stock and the exercise price reported reflect a 1-for-2.2 reverse stock split of the Issuer's common stock effected on May 11, 2016.

15. The reportable securities are owned directly by HVP.

16. The reportable securities are owned directly by HVA.

Remarks:

	/s/ Brian F. Leaf, Attorney-in-Fact for Hatteras Venture Advisors III, LLC	06/01/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Hatteras Venture Advisors III, LLC, the general partner of Hatteras Venture Partners III, LP	06/01/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Hatteras Venture Advisors III, LLC, the general partner of Hatteras Venture Affiliates III, LP	06/01/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for John Crumpler	06/01/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Douglas Reed	06/01/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Kenneth Lee	06/01/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Robert Ingram	06/01/2016
	/s/ Brian F. Leaf, Attorney-in-Fact for Clay Thorp	06/01/2016
	** 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).
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