SEC FORM 3

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^*

Kopczynski Casey C.

(Last)

(First)

(Middle)

C/O AERIE PHARMACEUTICALS, INC.

135 U.S. HIGHWAY 206, SUITE 15

(Street)

BEDMINSTER

07921

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/25/2013

3. Issuer Name and Ticker or Trading Symbol
AERIE PHARMACEUTICALS INC [ AERI ]

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

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

5. 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 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	143,240	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-4 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	93,256⁽¹⁾	$1.1	D
Warrant (right to buy)	⁽²⁾	08/27/2020	Common Stock	15,000⁽²⁾	$1	D
Stock Option (right to buy)	⁽³⁾	08/12/2015	Common Stock	4,596	$0.005	D
Stock Option (right to buy)	⁽³⁾	02/19/2028	Common Stock	3,250	$0.395	D
Stock Option (right to buy)	⁽³⁾	12/03/2019	Common Stock	117,000	$0.405	D
Stock Option (right to buy)	⁽⁴⁾	04/28/2021	Common Stock	60,650⁽⁴⁾	$0.196	D
Stock Option (right to buy)	⁽⁵⁾	09/12/2023	Common Stock	25,000⁽⁵⁾	$3.15	D

Explanation of Responses:

1. These shares of Series A-4 Preferred Stock were issued on February 23, 2011. Immediately prior to the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, all of these shares of Series A-4 Preferred Stock will be automatically converted into 18,651 shares of Common Stock, which reflects a 1-for-5 reverse stock split of the issuer's Common Stock effected on October 8, 2013 (which post-reverse stock split number has been rounded to the nearest whole share of Common Stock). These shares of Series A-4 Preferred Stock have no expiration date.

2. This warrant to purchase 15,000 shares of Series A-4 Preferred Stock was issued on August 27, 2010, and is immediately exercisable. Immediately prior to the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, the warrant will automatically convert into a warrant to purchase 3,000 shares of Common Stock, which reflects a 1-for-5 reverse stock split of the issuer's Common Stock effected on October 8, 2013.

3. This option is fully vested and exercisable.

4. This option was granted on April 28, 2011 and is currently vested and exercisable with respect to 37,907 shares underlying the option. The remaining shares underlying this option will vest on the 25th day of each month such that option will be fully vested on March 25, 2015.

5. This option was granted on September 12, 2013 and is scheduled to vest with respect to 25% of the underlying shares on September 12, 2014, and thereafter in 36 equal installments on each monthly anniversary of the date of grant.

Remarks:

	/s/ Richard J. Rubino, Attorney-in-Fact for Casey C. Kopczynski	10/25/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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