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^*

Intersouth Associates V, LLC

(Last)

(First)

(Middle)

C/O INTERSOUTH PARTNERS

406 BLACKWELL STREET, SUITE 200

(Street)

DURHAM

27701-3984

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALIMERA SCIENCES INC [ ALIM ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(d) group.

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2010

4. 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 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	04/27/2010		C		36,049	A	⁽¹⁾	36,049	I	See footnote⁽²⁾
Common Stock	04/27/2010		C		24,680	A	⁽³⁾	60,729	I	See footnote⁽²⁾
Common Stock	04/27/2010		C		8,887	A	⁽³⁾	69,616	I	See footnote⁽²⁾
Common Stock	04/27/2010		C		788,627	A	⁽⁴⁾	788,627	I	See footnote⁽⁵⁾
Common Stock	04/27/2010		C		536,252	A	⁽³⁾	1,324,879	I	See footnote⁽⁵⁾
Common Stock	04/27/2010		C		193,929	A	⁽³⁾	1,518,808	I	See footnote⁽⁵⁾
Common Stock	04/27/2010		P		3,974	A	$11	73,590	I	See footnote⁽²⁾
Common Stock	04/27/2010		P		86,935	A	$11	1,605,743	I	See footnote⁽⁵⁾

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)
Series A Preferred Stock	⁽¹⁾	04/27/2010		C			36,049⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	36,049	⁽¹⁾	0	I	See footnote⁽²⁾
Series B Preferred Stock	⁽³⁾	04/27/2010		C			24,680⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	24,680	⁽³⁾	0	I	See footnote⁽²⁾
Series C-1 Preferred Stock	⁽³⁾	04/27/2010		C			8,887⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	8,887	⁽³⁾	0	I	See footnote⁽²⁾
Series A Preferred Stock	⁽⁴⁾	04/27/2010		C			788,627⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	788,627	⁽⁴⁾	0	I	See footnote⁽⁵⁾
Series B Preferred Stock	⁽³⁾	04/27/2010		C			536,252⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	536,252	⁽³⁾	0	I	See footnote⁽⁵⁾
Series C-1 Preferred Stock	⁽³⁾	04/27/2010		C			193,929⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Common Stock	193,929	⁽³⁾	0	I	See footnote⁽⁵⁾

1. Name and Address of Reporting Person^*

Intersouth Associates V, LLC

(Last)

(First)

(Middle)

C/O INTERSOUTH PARTNERS

406 BLACKWELL STREET, SUITE 200

(Street)

DURHAM

27701-3984

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(d) group.

1. Name and Address of Reporting Person^*

Mumma Mitch

(Last)

(First)

(Middle)

C/O INTERSOUTH PARTNERS

406 BLACKWELL STREET, SUITE 200

(Street)

DURHAM

27701-3984

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(d) group.

1. Name and Address of Reporting Person^*

Dougherty Dennis

(Last)

(First)

(Middle)

C/O INTERSOUTH PARTNERS

406 BLACKWELL STREET, SUITE 200

(Street)

DURHAM

27701-3984

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(d) group.

1. Name and Address of Reporting Person^*

INTERSOUTH AFFILIATES V LP

(Last)

(First)

(Middle)

C/O INTERSOUTH PARTNERS

406 BLACKWELL STREET, SUITE 200

(Street)

DURHAM

27701-3984

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(d) group.

1. Name and Address of Reporting Person^*

Intersouth Partners V, L.P.

(Last)

(First)

(Middle)

C/O INTERSOUTH PARTNERS

406 BLACKWELL STREET, SUITE 200

(Street)

DURHAM

27701-3984

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		May be part of 13(d) group.

Explanation of Responses:

1. 34,144 shares of Series A Preferred Stock automatically converted into 36,049 shares of common stock immediately prior to the closing of the Issuer's initial public offering, for no additional consideration.

2. The reportable securities are owned directly by Intersouth Affiliates V, L.P. ("IA V"). Intersouth Associates V, LLC ("IA V, LLC") is the general partner of IA V. IA V, LLC disclaims beneficial ownership of these securities and this report shall not be deemed an admission that IA V, LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Mitch Mumma ("Mumma") and Dennis Dougherty ("Dougherty") are the member managers of IA V, LLC. Each of Mumma and Dougherty disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

3. Each outstanding share of preferred stock automatically converted into 1 share of common stock immediately prior to the closing of the Issuer's initial public offering, for no additional consideration.

4. 746,946 shares of Series A Preferred Stock automatically converted into 788,627 shares of common stock immediately prior to the closing of the Issuer's initial public offering, for no additional consideration.

5. The reportable securities are owned directly by Intersouth Partners V, L.P. ("IP V"). IA V, LLC is the general partner of IP V. IA V, LLC disclaims beneficial ownership of these securities and this report shall not be deemed an admission that IA V, LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. Each of Mitch Mumma ("Mumma") and Dennis Dougherty ("Dougherty") are the member managers of IA V, LLC. Each of Mumma and Dougherty disclaims beneficial ownership of these securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

6. Reflects a 3.4-for-1 reverse stock split, effective as of immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-162782).

7. Immediately.

8. Not applicable.

	/s/ Mitch Mumma	04/29/2010
	/s/ Dennis Dougherty	04/29/2010
	/s/ Mitch Mumma, Intersouth Affiliates V, LP., By: Intersouth Associates V, LLC, Its General Partner, By: Mitch Mumma, Title: Member Manager	04/29/2010
	/s/ Mitch Mumma, Intersouth Partners V, LP., By: Intersouth Associates V, LLC, Its General Partner, By: Mitch Mumma, Title: Member Manager	04/29/2010
	** Signature of Reporting Person	Date
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