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^*

PEACOCK BRUCE

(Last)

(First)

(Middle)

C/O OPHTHOTECH CORPORATION

ONE PENN PLAZA, 35TH FLOOR

(Street)

NEW YORK

10119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2013

3. Issuer Name and Ticker or Trading Symbol
Ophthotech Corp. [ OPHT ]

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

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

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)

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)
Stock Option (right to buy)	⁽¹⁾	09/27/2020	Common Stock	237,475	$1.652	D
Stock Option (right to buy)	⁽²⁾	09/27/2020	Common Stock	72,941	$1.652	D
Stock Option (right to buy)	⁽³⁾	05/10/2021	Common Stock	6,317	$1.652	D
Stock Option (right to buy)	⁽⁴⁾	05/10/2021	Common Stock	20,801	$1.652	D
Stock Option (right to buy)	⁽⁵⁾	04/08/2022	Common Stock	33,898	$1.652	D

Explanation of Responses:

1. This option was granted on September 28, 2010 and is currently exercisable for 163,265 shares underlying the option. The remainder of this option vests as to: 4,947 shares underlying the option in October 2013; 5,031 shares underlying the option in November 2013; 6,026 shares underlying the option in December 2013; and in approximately equal amounts from January 2014 to September 2014.

2. This option was granted on September 28, 2010 and is currently exercisable for 69,545 shares underlying the option. The remainder of this option vests as to: 1,519 shares underlying the option in October 2013; 1,435 shares underlying the option in November 2013; and the remaining shares underlying the option in December 2013.

3. This option was granted on May 11, 2011 and is currently exercisable for 1,163 shares underlying the option. The remainder of this option vests as to: 564 shares underlying the option monthly from January 2014 to April 2014; 67 shares underlying the option in May 2014; 564 shares underlying the option monthly from January 2015 to April 2015; and the remaining shares underlying the option in May 2015.

4. This option was granted on May 11, 2011 and is currently exercisable for 14,655 shares underlying the option. The remainder of this option vests as to: 564 shares underlying the option monthly from October 2013 to December 2013; 497 shares underlying the option in May 2014; and the remaining shares underlying the option in equal monthly installments from June 2014 to December 2014.

5. This option was granted on April 9, 2012 and vests over four years, subject to performance based vesting. As each of the performance milestones has already been achieved, 2.0833% of the original number of shares underlying the option vest monthly from the date of grant.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Bruce A. Peacock	09/24/2013
	** 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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