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*
EW Healthcare Partners, L.P.

(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
EyePoint Pharmaceuticals, Inc. [ EYPT ]
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)
06/25/2018
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, $0.001 par value 06/25/2018 P 16,211,822 A $1.265(1) 25,470,390(2) D(2)
Common Stock, $0.001 par value 06/25/2018 P 652,244 A $1.265(1) 25,470,390(2) I(2) EW Healthcare Partners-A L.P.
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
Warrant (3) 06/25/2018 P 16,211,822 (4) (4) Common Stock 16,211,822 $1.265(1) 16,864,066(5) D
Warrant (3) 06/25/2018 P 652,244 (4) (4) Common Stock 652,244 $1.265(1) 16,864,066(5) I EW Healthcare Partners-A L.P.
1. Name and Address of Reporting Person*
EW Healthcare Partners, L.P.

(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
1. Name and Address of Reporting Person*
EW Healthcare Partners-A, L.P.

(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Essex Woodlands Fund IX-GP, L.P.

(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Essex Woodlands IX, LLC

(Last) (First) (Middle)
21 WATERWAY AVENUE, SUITE 225

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
Explanation of Responses:
1. The purchase price is the price of one Unit ("Unit"), with each Unit consisting of (a) one share of common stock and (b) one warrant to purchase a share of common stock.
2. Includes 24,485,283 shares held by EW Healthcare Partners L.P. ("EWHP") and 985,107 shares held by EW Healthcare Partners-A L.P. ("EWHP-A"). Essex Woodlands Fund IX-GP, L.P. ("Fund IX-GP") is the general partner of EWHP and EWHP-A, respectively. Essex Woodlands IX, LLC (the "General Partner") is the general partner of Fund IX-GP. The General Partner holds sole voting and dispositive power over the shares held by EWHP and EWHP-A. The managers of the General Partner are Martin P. Sutter, R. Scott Barry, Ronald Eastman (also a member of the Issuer's board of directors), Petri Vainio and Steve Wiggins (collectively, the "Managers"), and may exercise voting and investment control over the shares only by the majority action of the Managers.
3. The exercise price of each of the warrants will be an amount equal to the lower of (a) $1.43 or (b) a 20% discount to the volume weighted average price of the shares of Common Stock on the Nasdaq Stock Market for the 20 trading days immediately prior to the exercise of a warrant; provided, however, that the exercise price cannot be lower than $0.88.
4. These securities are excercisable on or prior to the fifteenth (15) business day following the date on which EWHP and EWHP-A receive notice from the Issuer that the Centers for Medicare & Medicaid Services has announced that a new C-Code has been established for DexycuTM.
5. Includes 16,211,864 warrant shares held by EWHP and 652,244 shares held EWHP-A. Fund IX-GP is the general partner of EWHP and EWHP-A, respectively. General Partner is the general partner of Fund IX-GP. The General Partner holds sole voting and dispositive power over the shares held by EWHP and EWHP-A. The Managers of the General Partner may exercise voting and investment control over the warrant shares only by the majority action of the Managers.
Remarks:
EW Healthcare Partners L.P.; By Essex Woodlands Fund IX-GP, L.P. its General Partner; By Essex Woodlands IX, LLC, its General Partner; By Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 07/03/2018
EW Healthcare Partners-A L.P.; By Essex Woodlands Fund IX-GP, L.P. its General Partner; By Essex Woodlands IX, LLC, its General Partner; By /s/ Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 07/03/2018
Essex Woodlands IX-GP, L.P.; By Essex Woodlands IX, LLC; its General Partner; By Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 07/03/2018
Essex Woodlands IX, LLC, By Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 07/03/2018
** Signature of Reporting Person Date
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