X0306 4/A 2016-07-22 2016-07-26 0 0001337553 AERIE PHARMACEUTICALS INC AERI 0001594912 Foresite Capital Management II, LLC 600 MONTGOMERY STREET SUITE 4500 SAN FRANCISCO CA 94111 0 0 1 0 0001594914 Foresite Capital Fund II, L.P. 600 MONTGOMERY STREET SUITE 4500 SAN FRANCISCO CA 94111 0 0 1 0 0001645157 Foresite Capital Management III, LLC 600 MONTGOMERY STREET SUITE 4500 SAN FRANCISCO CA 94111 0 0 1 0 0001645158 Foresite Capital Fund III, L.P. 600 MONTGOMERY STREEET SUITE 4500 SAN FRANCISCO CA 94111 0 0 1 0 0001581754 Tananbaum James B. 3052 PACIFIC AVENUE SAN FRANCISCO CA 94115 0 0 1 0 Common Stock 1672714 I See Footnote Common Stock 1697884 I See Footnote The shares are owned directly by Foresite Capital Fund II, L.P. ("FCF II"). Foresite Capital Management II, LLC ("FCM II"), the general partner of FCF II, may be deemed to have sole voting and dispositive power over these shares. James B. Tananbaum ("Mr. Tananbaum"), in his capacity as managing member of FCM II, may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM II and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM II and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. The shares are owned directly by Foresite Capital Fund III, L.P. ("FCF III"). Foresite Capital Management III, LLC ("FCM III"), the general partner of FCF III, may be deemed to have sole voting and dispositive power over these shares. James B. Tananbaum ("Mr. Tananbaum"), in his capacity as managing member of FCM III, may be deemed to have sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM III and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM III and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. This Form 4 Amendment amends and restates in its entirety the Form 4 filed on July 26, 2016, which erroneously reported the purchase of 250,000 shares of the Issuer's stock after the Reporting Persons became 10% owners of the Issuer's stock. These 250,000 shares were in fact purchased as part of a single block purchase on July 22, 2016 pursuant to which the Reporting Persons became 10% owners of the Issuer's stock, and the ownership of such shares has been reported on a Form 3 Amendment. No additional purchases of the Issuer's stock were made by any of the Reporting Persons following the single block purchase on July 22, 2016. FORESITE CAPITAL MANAGEMENT II, LLC, By: Dennis D. Ryan, Chief Financial Officer 2016-10-07 FORESITE CAPITAL FUND II, L.P., By: Foresite Capital Management II, LLC, Its: General Partner, By: /s/ Dennis D. Ryan, Chief Financial Officer 2016-10-07 FORESITE CAPITAL MANAGEMENT III, LLC, By: /s/ Dennis D. Ryan, Chief Financial Officer 2016-10-07 FORESITE CAPITAL FUND III, L.P., By: Foresite Capital Management III, LLC, Its: General Partner, By: /s/ Dennis D. Ryan, Chief Financial Officer 2016-10-07 /s/ James B. Tananbaum 2016-10-07