SEC FORM 4

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

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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^*

Patel Surendra

(Last)

(First)

(Middle)

965 ATLANTIC AVENUE

(Street)

ALAMEDA

94501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INSITE VISION INC [ INSV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Operations & Quality

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/02/2015		D		16,665	D	$0.35	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.66	11/02/2015		D			40,000	06/02/2009⁽¹⁾	06/02/2018	Common Stock	40,000	⁽²⁾	0	D
Stock Option (right to buy)	$0.2	11/02/2015		D			150,000	02/17/2010⁽¹⁾	02/17/2019	Common Stock	150,000	$0.35⁽³⁾	0	D
Stock Option (right to buy)	$0.42	11/02/2015		D			150,000	04/01/2011⁽¹⁾	04/01/2020	Common Stock	150,000	⁽²⁾	0	D
Stock Option (right to buy)	$0.36	11/02/2015		D			200,000	01/21/2012⁽¹⁾	01/21/2021	Common Stock	200,000	⁽²⁾	0	D
Stock Option (right to buy)	$0.5	11/02/2015		D			150,000	01/27/2013⁽¹⁾	01/27/2022	Common Stock	150,000	⁽²⁾	0	D
Stock Option (right to buy)	$0.32	11/02/2015		D			175,000	01/24/2014⁽¹⁾	01/24/2023	Common Stock	175,000	$0.35⁽³⁾	0	D
Stock Option (right to buy)	$0.29	11/02/2015		D			190,000	01/07/2015⁽¹⁾	01/07/2024	Common Stock	190,000	$0.35⁽³⁾	0	D
Stock Option (right to buy)	$0.21	11/02/2015		D			190,000	01/28/2016⁽¹⁾	01/28/2025	Common Stock	190,000	$0.35⁽³⁾	0	D
Warrant (right to buy)	$0.75	11/02/2015		D			6,666	07/18/2011	07/18/2016	Common Stock	6,666	$0.04⁽⁴⁾	0	D

Explanation of Responses:

1. The option is scheduled to vest as to 25% of the shares covered by the option on the first anniversary of the grant date and as to the remaining 75% of the shares on a daily basis over the three-year period thereafter.

2. In accordance with the terms of the Agreement and Plan of Merger, dated September 15, 2015, as amended and restated, by and among Thea Acquisition Corp ("Purchaser"), Ranbaxy, Inc. and InSite Vision Incorporated ("Issuer") pursuant to which Purchaser was merged with and into Issuer (the "Merger"), this stock option was cancelled at the effective time of the Merger without consideration because the exercise price of the stock option equaled or exceeded $0.35 per share.

3. This option was cancelled in connection with the Merger in exchange for a cash payment per share equal to the difference between $0.35 and the exercise price of the option.

4. This warrant was cancelled in connection with the Merger in exchange for a cash payment of $0.04 per share underlying the warrant equal to the Black Scholes Value of the warrant on the date of the Merger.

Remarks:

	/s/ Surendra Patel	11/04/2015
	** 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).
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