SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* RHO VENTURES IV QP LP (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/17/2015	3. Issuer Name and Ticker or Trading Symbol INOTEK PHARMACEUTICALS CORP [ ITEK ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	233,036	I	See Footnotes(1)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series AA Convertible Preferred Stock	(2)	(2)	Common Stock	1,606,230	(2)	I	See Footnotes(2)(3)
Convertible Promissory Notes	(4)	(4)	Common Stock	73,092	(4)	I	See Footnotes(3)(4)

1. Name and Address of Reporting Person* RHO VENTURES IV QP LP (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO VENTURES IV GMBH & CO BETEILIGUNGS KG (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rho Ventures IV Holdings LLC (Last) (First) (Middle) C/O RHO CAPITAL PARTNERS, INC. 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO VENTURES IV LP (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Rho Ventures IV-A, L.P. (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO MANAGEMENT VENTURES IV LLC (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RHO CAPITAL PARTNERS VERWALTUNGS GMBH (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KAIROUZ HABIB (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RUCH JOSHUA (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LESCHLY MARK (Last) (First) (Middle) 152 WEST 57TH STREET, 23RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Consists of the following shares of Common Stock: (i) 68,693 held directly by Rho Ventures IV (QP), L.P. ("RV QP"), (ii) 71,590 shares held directly by Rho Ventures IV GmbH & Co. BETEILIGUNGS KG ("RV KG"), (iii) 63,575 shares held directly by Rho Ventures IV Holdings, LLC ("RV Holdings"), (iv) 12,997 shares held directly by Rho Ventures IV, L.P. ("RV IV") and (v) 16,181 shares held directly by Rho Ventures IV-A, L.P. ("RV IV-A").

2. The Series AA Convertible Preferred Stock ("Series AA Preferred") is convertible at any time at the holder's election and has no expiration date. All shares of Series AA Preferred, including all accrued and unpaid dividends thereon, will be automatically converted on a 4.05783-for-1 basis into shares of Common Stock upon the closing of the Issuer's initial public offering. The number of shares of Common Stock as shown in column 3 is based on a conversion of the following shares of Series AA Preferred: (i) 1,511,781 shares held directly by RV QP, (ii) 1,575,502 shares held directly by RV KG, (iii) 1,399,143 shares held directly by RV Holdings, (iv) 286,046 shares held directly by RV IV and (v) 356,105 shares held directly by RV IV-A, plus accrued and unpaid dividends on each share of Series AA Preferred through the assumed closing date of February 23, 2015.

3. Rho Management Ventures IV, L.L.C. ("RMV") is the general partner of RV IV, RV QP, RV Holdings, RV IV-A. Rho Capital Partners Verwaltungs GmbH ("RCP GmbH") is the general partner of RV KG. Each of RMV and RCP GmbH disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that such filer is the beneficial owner of such securities, except to the extent of its pecuniary interest therein. Habib Kairouz, Joshua Ruch and Mark Leschly are managing members of RMV and managing directors of RCP GmbH. Each of Habib Kairouz, Joshua Ruch and Mark Leschly disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities, except to the extent of his pecuniary interest therein.

4. The outstanding principal amount and all accrued and unpaid interest under the Convertible Promissory Notes will be automatically converted upon the closing of the Issuer's initial public offering into shares of Common Stock at the initial public offering price of $6.00 per share. The Convertible Promissory Notes have no expiration date. The number of shares of Common Stock as shown in column 3 is based on a conversion of the following principal amounts of Convertible Promissory Notes: (i) $146,910.56 held directly by RV QP, (ii) $153,102.29 held directly by RV KG, (iii) $104,780.66 held directly by RV Holdings and (iv) $27,797.11 held directly by RV IV, plus accrued and unpaid interest through the assumed closing date of February 23, 2015.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Michael C. Wong, Attorney-in-Fact	02/17/2015
	/s/ Michael C. Wong, Attorney-in-Fact	02/17/2015
	/s/ Michael C. Wong, Attorney-in-Fact	02/17/2015
	/s/ Michael C. Wong, Attorney-in-Fact	02/17/2015
	/s/ Michael C. Wong, Attorney-in-Fact	02/17/2015
	/s/ Michael C. Wong, Attorney-in-Fact	02/17/2015
	/s/ Michael C. Wong, Attorney-in-Fact	02/17/2015
	/s/ Michael C. Wong, Attorney-in-Fact	02/17/2015
	/s/ Michael C. Wong, Attorney-in-Fact	02/17/2015
	/s/ Michael C. Wong, Attorney-in-Fact	02/17/2015
	** Signature of Reporting Person	Date
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