X0306 4 2014-07-09 0 0001337553 AERIE PHARMACEUTICALS INC AERI 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock 2014-07-09 4 S 0 500000 25.05 D 3887466 I See Explanation of Responses Common Stock 2014-07-10 4 S 0 500000 25.28 D 3387466 I See Explanation of Responses On July 9, 2014, TPG Biotechnology Partners, L.P. ("TPG Biotechnology") and TPG Biotech Reinvest AIV, L.P. ("TPG Biotech Reinvest" and, together with TPG Biotechnology, the "TPG Funds") sold an aggregate of 500,000 shares of Common Stock ("Common Stock") of Aerie Pharmaceuticals, Inc. (the "Issuer"), pursuant to Rule 144 ("Rule 144") under the Securities Act of 1933, as amended. On July 10, 2014, TPG Biotechnology and TPG Biotech Reinvest sold an aggregate of 500,000 shares of Common Stock pursuant to Rule 144. The number of securities reported represents an aggregate number of shares of Common Stock sold in multiple open market transactions over a range of sale prices. The price reported represents the weighted average price. Sale prices ranged from $25.28 to $25.82 per share, inclusive. The Reporting Persons undertake to provide the staff of the Securities and Exchange Commission, the Issuer or a stockholder of the Issuer, upon request, the number of shares of Common Stock sold by the Reporting Persons at each separate price within the range. David Bonderman and James G. Coulter are officers and sole shareholders of TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of TPG Biotechnology GenPar Advisors, LLC, which is the general partner of TPG Biotechnology GenPar, L.P., which is the general partner of each of TPG Biotechnology, which directly holds 2,743,154 shares of Common Stock, and TPG Biotech Reinvest, which directly holds 644,312 shares of Common Stock. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any. 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 the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. ((7 The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (8) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. /s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (7) 2014-07-11 /s/ Ronald Cami, on behalf of David Bonderman (7) (8) 2014-07-11 /s/ Ronald Cami, on behalf of James G. Coulter (7) (8) 2014-07-11