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^*

ORONSKY ARNOLD L

(Last)

(First)

(Middle)

C/O INTERWEST PARTNERS

2710 SAND HILL ROAD, SUITE 200

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
APPLIED GENETIC TECHNOLOGIES CORP [ AGTC ]

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)
04/24/2017

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	04/24/2017		X		3,559	A	⁽¹⁾	1,404,515	I	By Partnership⁽⁴⁾
Common	04/24/2017		X		101	A	⁽²⁾	40,181	I	By Partnership⁽⁵⁾
Common	04/24/2017		X		28	A	⁽³⁾	11,208	I	By Partnership⁽⁶⁾

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)
Warrant to buy Common	$4.5395	04/24/2017		X			11,476	05/02/2012	05/02/2017	Common	11,476	$0.00	0	I	By Partnership⁽⁴⁾
Warrant to buy Common	$4.5395	04/24/2017		X			328	05/02/2012	05/02/2017	Common	328	$0.00	0	I	By Partnership⁽⁵⁾
Warrant to buy Common	$4.5395	04/24/2017		X			91	05/02/2012	05/02/2017	Common	91	$0.00	0	I	By Partnership⁽⁶⁾

Explanation of Responses:

1. Represents cashless exercise of a warrant by InterWest Partners VIII, LP ("IW8"). 7,917 shares of common stock were withheld by the issuer at the market price of $6.58 per share to fund the cashless exercise of 11,476 warrants.

2. Represents cashless exercise of a warrant by InterWest Investors Q VIII, LP ("IIQ8"). 227 shares of common stock were withheld by the issuer at the market price of $6.58 per share to fund the cashless exercise of 328 warrants.

3. Represents cashless exercise of a warrant by InterWest Investors VIII, LP ("II8"). 63 shares of common stock were withheld by the issuer at the market price of $6.58 per share to fund the cashless exercise of 91 warrants.

4. Shares are owned by IW8. The General Partner of IW8 is InterWest Management Partners VIII, LLC ("IMP8"). The Reporting Person is a Managing Director of IMP8, shares voting and investment power with the other Managing Directors of IMP8, and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

5. Shares are owned by IIQ8. The General Partner of IW8 is IMP8. The Reporting Person is a Managing Director of IMP8, shares voting and investment power with the other Managing Directors of IMP8, and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

6. Shares are owned by II8. The General Partner of IW8 is IMP8. The Reporting Person is a Managing Director of IMP8, shares voting and investment power with the other Managing Directors of IMP8, and disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/Arnold L. Oronsky	04/26/2017
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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