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* DUYK GEOFFREY M (Last) (First) (Middle) C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 (Street) FORT WORTH TX 76102 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/25/2013	3. Issuer Name and Ticker or Trading Symbol AERIE PHARMACEUTICALS INC [ AERI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/25/2013
			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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)(1)(2)(3)	(1)	(1)	Common Stock	28,000	$3.15	D

Explanation of Responses:

1. The stock options ("Options") reported herein were omitted from Dr. Geoffrey M. Duyk's original Form 3. The Options were granted pursuant to the Aerie Pharmaceuticals, Inc. 2005 Stock Option Plan. The shares of Common Stock ("Common Stock"), par value $0.001 per share, of Aerie Pharmaceuticals, Inc. (the "Issuer") subject to the Options will vest in equal monthly installments over the 36 months following the grant. The Options were granted on September 12, 2013 and are exercisable until September 12, 2023.

2. Dr. Duyk is a TPG Partner. TPG is affiliated with TPG Biotechnology Partners, L.P. and TPG Biotech Reinvest AIV, L.P. (collectively, the "TPG Funds"), which hold shares of Common Stock.

3. Dr. Duyk disclaims beneficial ownership of all of the securities that are or may be beneficially owned by the TPG Funds or any of their affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Dr. Duyk is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer for purposes of Section 16 of the Exchange Act or otherwise.

Remarks:

(4) Ronald Cami is signing on behalf of Dr. Duyk pursuant to the authorization and designation letter dated July 1, 2013, which was previously filed with the Securities and Exchange Commission.

	By: Ronald Cami on behalf of Geoffrey M. Duyk (4)	11/25/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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