X0306 4 2014-09-30 0 0001400482 ACUCELA INC. NONE 0001446698 SBI Holdings, Inc. IZUMI GARDEN TOWER 19F, 1-6-1 ROPPONGI MINATO-KU TOKYO M0 106-6019 JAPAN 0 0 1 0 0001598959 SBI Capital Management Co., Ltd. IZUMI GARDEN TOWER 19F, 1-6-1 ROPPONGI MINATO-KU TOKYO M0 106-6019 JAPAN 0 0 1 0 0001598705 SBI Investment Co., Ltd. IZUMI GARDEN TOWER 19F, 1-6-1 ROPPONGI MINATO-KU TOKYO M0 106-6019 JAPAN 0 0 1 0 Common Stock 2014-09-30 4 J 0 1111111 8.15 A 1485928 I By SBI Incubation Co., Ltd. Common Stock 2015-03-31 4 J 0 2036754 5.55 A 6196869 I By SBI Capital Management Co., Ltd. Common Stock 2015-11-30 4 J 0 69628 5.72 A 1555556 I By SBI Incubation Co., Ltd. Common Stock 2016-06-02 4 P 0 342500 10.08 A 1898056 I By SBI Incubation Co., Ltd. Common Stock 2016-06-03 4 P 0 256300 9.63 A 2154356 I By SBI Incubation Co., Ltd. Common Stock 2016-06-15 4 P 0 1018400 9.30 A 3172756 I By SBI Incubation Co., Ltd. Common Stock 2016-06-16 4 P 0 257000 11.13 A 3429756 I By SBI Incubation Co., Ltd. Common Stock 2016-06-17 4 P 0 776300 12.53 A 4206056 I By SBI Incubation Co., Ltd. Common Stock 2016-06-20 4 P 0 723200 16.03 A 4929256 I By SBI Incubation Co., Ltd. Common Stock 2016-06-21 4 P 0 555000 16.13 A 5484256 I By SBI Incubation Co., Ltd. Common Stock 2016-06-22 4 P 0 456400 16.21 A 5940656 I By SBI Incubation Co., Ltd. Common Stock 2016-06-23 4 P 0 991000 19.05 A 6931656 I By SBI Incubation Co., Ltd. Common Stock 2016-06-24 4 P 0 478600 17.67 A 7410256 I By SBI Incubation Co., Ltd. Common Stock 2016-06-27 4 P 0 617800 22.15 A 8028056 I By SBI Incubation Co., Ltd. Common Stock 2016-06-27 4 J 0 4160115 22.59 A 6196869 I By SBI Capital Management Co., Ltd. Common Stock 2016-06-27 4 J 0 6196869 22.59 A 14224925 D Represents a transfer of shares of all shares of the Issuer's common stock held by SoftBank Internet Fund, an affiliated entity, to SBI Incubation Co., Ltd., another affiliated entity. As a result, SoftBank Internet Fund and Soft Trend Capital Corp., the sole general partner of SoftBank Internet Fund, ceased to be beneficial owners of the Issuer's common stock. This Form 4 is being filed jointly by SBI Holdings, Inc., SBI Capital Management Co., Ltd. and SBI Investment Co., Ltd. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purpose of Section 16 or any other purpose. These shares are held directly by SBI Incubation Co., Ltd., which is an indirect wholly-owned subsidiary of SBI Holdings, Inc. SBI Holdings, Inc. may be deemed to be the indirect beneficial owner of these securities. Represents a transfer of 1,257,252 shares of the Issuer's common stock held by SBI BB Media Investment Limited Partnership, and 779,502 shares of the Issuer's common stock held by SBI Broadband Fund No. 1, both affiliated entities, to SBI Capital Management Co., Ltd., another affiliated entity. As a result, SBI BB Media Investment Limited Partnership and SBI Broadband Fund No. 1 Limited Partnership ceased to be beneficial owners of the Issuer's common stock. These shares are held directly by SBI Capital Management Co., Ltd., which is an indirect wholly-owned subsidiary of SBI Holdings, Inc. SBI Holdings, Inc. may be deemed to be the indirect beneficial owner of these securities. Represents a transfer of all shares of the Issuer's common stock held by Trans-Science No. 2A Investment Limited Partnership, an affiliated entity, to SBI Incubation Co., Ltd., another affiliated entity. As a result, (i) SBI Transscience Co., Ltd. and (ii) Trans-Science No. 2A Investment Limited Partnership, over which SBI Transccience Co., Ltd. is the sole general partner, ceased to be beneficial owners of the Issuer's common stock. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.34 to $11.14, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.57 to $9.64, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.98 to $11.42, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.46 to $12.30, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.82 to $13.54, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.08 to $16.41, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.20 to $16.81, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.57 to $16.97, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.61 to $20.23, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $15.36 to $19.56, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $20.15 to $22.59, exclusive of any fees, commissions or other expenses. The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote to this Form 4. Represents a transfer of (i) 1,777,778 shares of the Issuer's common stock held by BIOVISION Life Science Fund No. 1, (ii) 1,871,250 shares of the Issuer's common stock held by SBI Bio Life Science Investment LPS, (iii) 258,582 shares of the Issuer's common stock held by SBI BB Mobile Investment LPS, and (iv) 252,505 shares of the Issuer's common stock held by SBI Phoenix No. 1 Investment LPS, affiliated entities, to SBI Capital Management Co., Ltd. As a result, (i) BIOVISION Life Science Fund No. 1, (ii) SBI Bio Life Science Investment LPS, (iii) SBI BB Mobile Investment LPS, (iv) SBI Phoenix No. 1 Investment LPS, and (vi) SBI Investment Co., Ltd. (as the sole general partner of BIOVISION Life Science Fund No. 1, SBI Bio Life Science Investment LPS, SBI BB Mobile Investment LPS, and SBI Phoenix No. 1 Investment LPS) ceased to be beneficial owners of the Issuer's common stock. Represents the transfer of all shares of the Issuer's common stock held by SBI Capital Management Co., Ltd. to SBI Holdings, Inc. As a result, SBI Capital Management Co., Ltd. ceased to be a beneficial owner of the Issuer's common stock. /s/ Yoshitaka Kitao, Representative Director, President & CEO 2016-07-21