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^*

Greenberg Robert J.

(Last)

(First)

(Middle)

12744 SAN FERNANDO ROAD, BUILDING 3

(Street)

SYLMAR

91342

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SECOND SIGHT MEDICAL PRODUCTS INC [ EYES ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2015

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	01/01/2015		M		59,063⁽¹⁾	A	$4.75	363,063	D
Common Stock	01/01/2015		F		27,344⁽²⁾	D	$10.26⁽³⁾	335,719	D
Common Stock	01/01/2015		F		12,055⁽⁴⁾	D	$10.26⁽³⁾	323,664⁽⁵⁾	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)
Option(b)	$4.25							⁽⁶⁾	01/01/2017	Common Stock	125,000		125,000	D
Option(c)	$4.75							⁽⁶⁾	09/01/2015	Common Stock	150,000		150,000	D
Option(d)	$4.75							⁽⁶⁾	01/01/2016	Common Stock	17,969		17,969	D
Option(e)	$5							⁽⁶⁾	05/01/2016	Common Stock	8,223		8,223	D
Option(f)	$5							⁽⁶⁾	01/01/2017	Common Stock	30,265		30,265	D
Option(g)	$5							⁽⁶⁾	02/01/2018	Common Stock	23,750		23,750	D
Option(h)	$5							⁽⁶⁾	11/01/2018	Common Stock	150,000		150,000	D
Option(i)	$5							⁽⁶⁾	02/01/2019	Common Stock	33,750		33,750	D
Option(j)	$5							⁽⁶⁾	02/01/2020	Common Stock	53,125		53,125	D
Option(k)	$5							⁽⁶⁾	02/01/2020	Common Stock	50,625		50,625	D
Option(l)	$5							⁽⁷⁾	03/01/2021	Common Stock	41,563⁽⁷⁾		41,563	D
Option(m)	$5							⁽⁸⁾	03/01/2022	Common Stock	29,063⁽⁸⁾		29,063	D

Explanation of Responses:

1. Dr. Greenberg exercised 59,063 vested options (which otherwise would have expired on January 1, 2015) reported as Option(2) on Form 3 filed with the SEC on November 18, 2014.

2. Dr. Greenberg tendered 27,344 shares of common stock to the Company in accordance with Rule 16b-3.

3. The fair market value on the day of the exercise.

4. The Company withheld 12,055 shares to cover taxes.

5. After giving effect to (i) exercise of 59,063 options, (ii) tendering to the Company 27,344 shares for the exercise of 59,063 options, and (iii) withholding by Company of 12,055 shares to cover taxes, Dr. Greenberg acquired net 19,664 shares.

6. These are vested employee options currently exercisable.

7. Includes 31,172 options currently exercisable and 10,391 options that will vest and become exercisable in the next 60 days.

8. Includes 19,375 options currently exercisable and 9,688 options that will vest and become exercisable in the next 60 days.

Remarks:

Excludes unvested employee options in amount of 471,221 shares, not exercisable for over 60 days from this date.

	/s/ Robert J. Greenberg	01/05/2015
	** Signature of Reporting Person	Date
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