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^*

Chadha Jaswinder

(Last)

(First)

(Middle)

C/O OCULAR THERAPEUTIX, INC.

36 CROSBY DRIVE, SUITE 101

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2014

3. Issuer Name and Ticker or Trading Symbol
OCULAR THERAPEUTIX, INC [ OCUL ]

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

X	Director	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)

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	37,878	I	See Footnote⁽¹⁾

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 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	37,878	⁽²⁾	I	See Footnote⁽¹⁾
Series B Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	10,282	⁽³⁾	I	See Footnote⁽¹⁾
Series C Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	44,410	⁽⁴⁾	I	See Footnote⁽¹⁾
Stock Option (right to buy)	⁽⁵⁾	09/11/2023	Common Stock	9,469	$2.49	D
Stock Option (right to buy)	⁽⁶⁾	04/13/2024	Common Stock	18,939	$8.8	D
Stock Option (right to buy)	⁽⁷⁾	04/13/2024	Common Stock	11,363	$8.8	D

Explanation of Responses:

1. The securities are directly held by the Jaswinder Chadha 2007 Delaware Trust. The Reporting Person is the beneficiary of the Jaswinder Chadha 2007 Delaware Trust.

2. The Series A Preferred Stock is convertible into Common Stock on a 2.64-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

3. The Series B Preferred Stock is convertible into Common Stock on a 2.64-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

4. The Series C Preferred Stock is convertible into Common Stock on a 2.64-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

5. This option was granted on September 12, 2013 and vests over four years, with 25% of the shares underlying the option vesting on June 18, 2014, and 2.0833% vesting monthly thereafter.

6. This option was granted on April 14, 2014 and vests over four years, with 25% of the shares underlying the option vesting on April 11, 2015, and 2.0833% vesting monthly thereafter.

7. This option was granted on April 14, 2014 and vests over three years, vesting 2.778% monthly beginning on the one month anniversary of the Issuer's initial public offering.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Jaswinder Chadha	07/24/2014
	** 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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