SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILLIAMS RICHARD C

(Last)

(First)

(Middle)

50 TECHNOLOGY DRIVE

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ISTA PHARMACEUTICALS INC [ ISTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/06/2012		D		116,032	D	$9.1⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$3.89	06/06/2012		D			20,000	⁽²⁾	12/05/2021	Common Stock	20,000	⁽²⁾	0	D
Option (right to buy)	$4.58	06/06/2012		D			20,000	⁽³⁾	12/06/2020	Common Stock	20,000	⁽³⁾	0	D
Option (right to buy)	$4.72	06/06/2012		D			20,000	⁽⁴⁾	12/07/2019	Common Stock	20,000	⁽⁴⁾	0	D
Option (right to buy)	$0.79	06/06/2012		D			11,100	⁽⁵⁾	12/10/2018	Common Stock	11,100	⁽⁵⁾	0	D
Option (right to buy)	$6.9	06/06/2012		D			11,100	⁽⁶⁾	10/11/2017	Common Stock	11,100	⁽⁶⁾	0	D
Option (right to buy)	$6.08	06/06/2012		D			16,000	⁽⁷⁾	10/19/2016	Common Stock	16,000	⁽⁷⁾	0	D
Option (right to buy)	$5.82	06/06/2012		D			16,000	⁽⁸⁾	10/13/2015	Common Stock	16,000	⁽⁸⁾	0	D
Option (right to buy)	$10.75	06/06/2012		D			9,000	⁽⁹⁾	10/20/2014	Common Stock	9,000	⁽⁹⁾	0	D
Option (right to buy)	$6.96	06/06/2012		D			16,250	⁽¹⁰⁾	09/10/2013	Common Stock	16,250	⁽¹⁰⁾	0	D
Option (right to buy)	$3.49	06/06/2012		D			32,500	⁽¹¹⁾	12/16/2012	Common Stock	32,500	⁽¹¹⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to agreement and plan of merger by and among the Company, Bausch & Lomb Incorporated and Inga Acquisition Corporation, as amended (the "Merger Agreement") in exchange for $9.10 per share, without interest, less any applicable withholding tax, on the effective date of the merger.

2. The option which was unvested was cancelled in the Merger Agreement in exchange for a cash payment equal to $5.21 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

3. The option which was fully vested on 12/06/11 was cancelled in the Merger Agreement in exchange for a cash payment equal to $4.52 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

4. The option which was fully vested on 12/07/10 was cancelled in the Merger Agreement in exchange for a cash payment equal to $4.38 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

5. The option which was fully vested on 12/10/09 was cancelled in the Merger Agreement in exchange for a cash payment equal to $8.31 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

6. The option which was fully vested on 10/11/08 was cancelled in the Merger Agreement in exchange for a cash payment equal to $2.20 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

7. The option which was fully vested on 10/19/07 was cancelled in the Merger Agreement in exchange for a cash payment equal to $3.02 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

8. The option which was fully vested on 10/13/06 was cancelled in the Merger Agreement in exchange for a cash payment equal to $3.28 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

9. The option which was fully vested on 10/20/05 was cancelled in the Merger Agreement.

10. The option which was fully vested on 09/10/04 was cancelled in the Merger Agreement in exchange for a cash payment equal to $2.14 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

11. The option which was fully vested on 12/16/05 was cancelled in the Merger Agreement in exchange for a cash payment equal to $5.61 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

	/s/ Brian Drazba, Attorney-in-Fact for Richard Williams	06/15/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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