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*
CARE CAPITAL II LLC

(Last) (First) (Middle)
47 HULFISH STREET
SUITE 310

(Street)
PRINCETON NJ 08542

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INOTEK PHARMACEUTICALS CORP [ ITEK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2015
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 02/23/2015 C 1,394,645 A (1) 1,609,747 I See Footnotes(1)(2)(3)
Common Stock 02/23/2015 C 63,560 A (4) 1,673,307 I See Footnotes(3)(4)
Common Stock 02/23/2015 P 603,832 A $6 2,277,139 I See Footnotes(3)(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series AA Convertible Preferred Stock (1) 02/23/2015 C 4,459,658 (1) (1) Common Stock 1,394,645 (1) 0 I See Footnotes(1)(2)(3)
Convertible Promissory Notes (4) 02/23/2015 C $376,167.93 (4) (4) Common Stock 63,560 (4) 0 I See Footnotes(3)(4)
1. Name and Address of Reporting Person*
CARE CAPITAL II LLC

(Last) (First) (Middle)
47 HULFISH STREET
SUITE 310

(Street)
PRINCETON NJ 08542

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CARE CAPITAL INVESTMENTS II LP

(Last) (First) (Middle)
47 HULFISH STREET
SUITE 310

(Street)
PRINCETON NJ 08542

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Care Capital Offshore Investments II LP

(Last) (First) (Middle)
47 HULFISH STREET
SUITE 310

(Street)
PRINCETON NJ 08542

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Care Capital III LLC

(Last) (First) (Middle)
47 HULFISH STREET
SUITE 310

(Street)
PRINCETON NJ 08542

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Care Capital Investments III L.P.

(Last) (First) (Middle)
47 HULFISH STREET
SUITE 310

(Street)
PRINCETON NJ 08542

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Care Capital Offshore Investments III LP

(Last) (First) (Middle)
47 HULFISH STREET
SUITE 310

(Street)
PRINCETON NJ 08542

(City) (State) (Zip)
Explanation of Responses:
1. Consists of the following shares of Common Stock issued upon conversion of shares of Series AA Convertible Preferred Stock ("Series AA") and accrued and unpaid dividends thereon, on a 4.05783-for-1 basis, upon the closing of the Issuer's initial public offering: (i) 511,781 shares held directly by Care Capital Investments II, LP ("Care Investments II"), (ii) 35,132 shares held directly by Care Capital Offshore Investments II, LP ("Offshore II"), (iii) 833,811 shares held directly by Care Capital Investments III, LP ("Care Investments III"), and (iv) 13,921 shares held directly by Care Capital Offshore Investments III, LP ("Offshore III"). The shares of Series AA had no expiration date.
2. Care Capital II, LLC is the general partner of Care Investments II and Offshore II and as a result, Care Capital II, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital II, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities.
3. Care Capital III, LLC is the general partner of Care Investments III and Offshore III and as a result, Care Capital III, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Care Capital III, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities.
4. The outstanding principal amount and all accrued and unpaid interest under the Convertible Promissory Notes were automatically converted upon the closing of the Issuer's initial public offering into shares of Common Stock at the initial public offering price of $6.00 per share. The Convertible Promissory Notes had no expiration date. The number of shares of Common Stock as shown in column 4 of Table I consists of the following: (i) 62,516 shares held directly by Care Investments III, and (ii) 1,044 shares held directly by Offshore III.
5. Consists of the following shares purchased at the Issuer's initial public offering: (i) 593,913 shares held directly by Care Investments III, and (ii) 9,919 shares held directly by Offshore III.
Remarks:
Care Capital II, LLC /s/ David R. Ramsay 02/25/2015
Care Capital Investments II L.P., By: Care Capital II, LLC, Its General Partner /s/ David R. Ramsay 02/25/2015
Care Capital Offshore Investments II LP, By: Care Capital II, LLC, Its General Partner /s/ David R. Ramsay 02/25/2015
Care Capital III, LLC /s/ David R. Ramsay 02/25/2015
Care Capital Investments III L.P., By: Care Capital III, LLC, Its General Partner /s/ David R. Ramsay 02/25/2015
Care Capital Offshore Investments III LP, By: Care Capital III, LLC, Its General Partner /s/ David R. Ramsay 02/25/2015
** Signature of Reporting Person Date
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