X0206 3 2014-08-12 0 0001493566 Otonomy, Inc. OTIC 0001609405 Khuong Chau Quang C/O OTONOMY, INC. 6275 NANCY RIDGE DRIVE SAN DIEGO CA 92121 1 0 1 0 Series C Preferred Stock 0.00 Common Stock 1706484 I See footnotes Series D Preferred Stock 0.00 Common Stock 378039 I See footnotes The Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock will automatically convert into Common Stock, for no additional consideration, on a one-for-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and have no expiration date. The reported securities are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the sole general partner of OPI IV, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP IV. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of, and owner of a controlling interest in, Advisors. By virtue of such relationships, GP IV, Advisors and Isaly may be deemed to have voting and investment power with respect to the securities held by OPI IV and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a Private Equity Partner of Advisors. Each of GP IV, Advisors, Isaly and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report on Form 3 shall not be deemed an admission that any of them is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. Exhibit 24 - Power of Attorney /s/ Paul E. Cayer, by power of attorney 2014-08-12