X0306 4 2018-01-19 0 0001493566 OTONOMY, INC. OTIC 0001239648 LOUMEAU ERIC J C/O OTONOMY, INC. 4796 EXECUTIVE DRIVE SAN DIEGO CA 92121 0 1 0 0 GC & Chief Compliance Officer Employee Stock Option (right to buy) 31.59 2018-01-19 4 D 0 100000 D 2025-05-14 Common Stock 100000 0 D Employee Stock Option (right to buy) 14.44 2018-01-19 4 D 0 70000 D 2026-02-28 Common Stock 70000 0 D Employee Stock Option (right to buy) 14.00 2018-01-19 4 D 0 50000 D 2027-03-05 Common Stock 50000 0 D Employee Stock Option (right to buy) 5.675 2018-01-19 4 A 0 66666 A 2026-01-18 Common Stock 66666 66666 D Employee Stock Option (right to buy) 5.675 2018-01-19 4 A 0 46666 A 2026-01-18 Common Stock 46666 46666 D Employee Stock Option (right to buy) 5.675 2018-01-19 4 A 0 33333 A 2026-01-18 Common Stock 33333 33333 D One-fourth (1/4) of the total number of shares initially subject to the option vest on May 15, 2016, and one forty-eighth (1/48) of the shares vest monthly thereafter. On January 19, 2018, in connection with the Issuer's option exchange program, the Issuer cancelled an option for 100,000 shares of common stock granted to the Reporting Person on May 15, 2015. In exchange, the Reporting Person received an option grant for 66,666 shares of common stock with exercise price of $5.675 per share. One-fourth (1/4) of the shares subject to the option vest on March 1, 2017 and one forty-eighth (1/48) of the shares vest monthly thereafter. On January 19, 2018, in connection with the Issuer's option exchange program, the Issuer cancelled an option for 70,000 shares of common stock granted to the Reporting Person on March 1, 2016. In exchange, the Reporting Person received an option grant for 46,666 shares of common stock with exercise price of $5.675 per share. One-fourth (1/4) of the shares subject to the option vest on March 6, 2018 and one forty-eighth (1/48) of the shares vest monthly thereafter. On January 19, 2018, in connection with the Issuer's option exchange program, the Issuer cancelled an option for 50,000 shares of common stock granted to the Reporting Person on March 6, 2017. In exchange, the Reporting Person received an option grant for 33,333 shares of common stock with exercise price of $5.675 per share. Of the 66,666 total shares subject to the option, 52,777 shares vest on January 19, 2019. Of the remaining 13,889 shares subject to the option, one-third (1/3) of these shares vest on January 19, 2019, and one thirty-sixth (1/36) of these shares vest monthly thereafter. Of the 46,666 total shares subject to the option, 27,222 shares vest on January 19, 2019. Of the remaining 19,444 shares subject to the option, one-third (1/3) of these shares vest on January 19, 2019, and one thirty-sixth (1/36) of these shares vest monthly thereafter. Of the 33,333 total shares subject to the option, 11,111 shares vest on January 19, 2019. Of the remaining 22,222 shares subject to the option, one-third (1/3) of these shares vest on January 19, 2019, and one thirty-sixth (1/36) of these shares vest monthly thereafter. /s/ Paul E. Cayer, by power of attorney 2018-01-23