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* VENROCK ASSOCIATES IV L P (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/21/2010	3. Issuer Name and Ticker or Trading Symbol ALIMERA SCIENCES INC [ ALIM ]
		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)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Preferred Stock	(1)	(1)	Common Stock	2,243,732(2)	(1)	I	By Funds(3)
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	934,110(2)	(1)	I	By Funds(4)
Series C-1 Convertible Preferred Stock	(1)	(1)	Common Stock	465,157(2)	(1)	I	By Funds(5)

1. Name and Address of Reporting Person* VENROCK ASSOCIATES IV L P (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* Venrock Management IV, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* Venrock Partners, L.P. (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* Venrock Partners Management, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* VENROCK ENTREPRENEURS FUND IV L P (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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* VEF Management IV, LLC (Last) (First) (Middle) C/O VENROCK 3340 HILLVIEW AVENUE (Street) PALO ALTO CA 94304 (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. The convertible preferred stock is convertible at any time, at the holder's election, on a one-for-one basis and has no expiration date.

2. The number of shares reflects the 3.4-for-1 reverse stock split of the Issuer's common stock and convertible preferred stock effective prior to the Issuer's initial public offering.

3. Consists of 1,826,398 shares of the Issuer's Series B Convertible Preferred Stock ("Series B Shares") held by Venrock Associates IV, L.P. ("VA4"), 372,460 Series B Shares held by Venrock Partners, L.P. ("VP") and 44,874 Series B Shares held by Venrock Entrepreneurs Fund IV, L.P. ("VEF4"). Venrock Management IV, LLC ("VM4"), Venrock Partners Management, LLC ("VPM") and VEF Management IV, LLC ("VEFM4") are the sole general partners of VA4, VP and VEF4, respectively. Anders D. Hove, a director of the Issuer, is a member of VM4, VPM and VEFM4. Dr. Hove expressly disclaims beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of his indirect pecuniary interest therein. VM4, VPM and VEFM4 expressly disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interest therein.

4. Consists of 760,367 shares of the Issuer's Series C Convertible Preferred Stock ("Series C Shares") held by VA4, 155,062 Series C Shares held by VP and 18,681 Series C Shares held by VEF4. VM4, VPM and VEFM4 are the sole general partners of VA4, VP and VEF4, respectively. Dr. Hove is a member of VM4, VPM and VEFM4. Dr. Hove expressly disclaims beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of his indirect pecuniary interest therein. VM4, VPM and VEFM4 expressly disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interest therein.

5. Consists of 378,639 shares of the Issuer's Series C-1 Convertible Preferred Stock ("Series C-1 Shares") held by VA4, 77,215 Series C-1 Shares held by VP and 9,303 Series C-1 Shares held by VEF4. VM4, VPM and VEFM4 are the sole general partners of VA4, VP and VEF4, respectively. Dr. Hove is a member of VM4, VPM and VEFM4. Dr. Hove expressly disclaims beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of his indirect pecuniary interest therein. VM4, VPM and VEFM4 expressly disclaim beneficial ownership over all shares held by VA4, VP and VEF4, except to the extent of their indirect pecuniary interest therein.

Remarks:

	/s/ David L. Stepp, Authorized Signatory	04/21/2010
	/s/ David L. Stepp, Authorized Signatory	04/21/2010
	/s/ David L. Stepp, Authorized Signatory	04/21/2010
	/s/ David L. Stepp, Authorized Signatory	04/21/2010
	/s/ David L. Stepp, Authorized Signatory	04/21/2010
	/s/ David L. Stepp, Authorized Signatory	04/21/2010
	** Signature of Reporting Person	Date
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