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^*

Fortune James

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating 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	119,507	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)
Stock Option (right to buy)	⁽¹⁾	06/15/2021	Common Stock	15,151	$1.22	D
Stock Option (right to buy)	⁽²⁾	08/11/2021	Common Stock	37,878	$1.22	D
Stock Option (right to buy)	⁽³⁾	01/25/2022	Common Stock	6,272	$1.22	D
Stock Option (right to buy)	⁽⁴⁾	01/30/2023	Common Stock	45,454	$2.49	D
Stock Option (right to buy)	⁽⁵⁾	06/05/2023	Common Stock	7,931	$2.49	D
Stock Option (right to buy)	⁽⁶⁾	02/11/2024	Common Stock	7,339	$8.8	D
Stock Option (right to buy)	⁽⁷⁾	03/30/2024	Common Stock	21,814	$8.8	D
Stock Option (right to buy)	⁽⁸⁾	03/30/2024	Common Stock	44,473	$8.8	D

Explanation of Responses:

1. This option was granted on June 16, 2011 and vests over four years, with 25% of the shares underlying the option vesting on January 3, 2012 and 2.0833% of the shares vesting monthly thereafter.

2. This option was granted on August 12, 2011 and vests over four years, with 25% of the shares underlying the option vesting on August 12, 2012 and 2.0833% of the shares vesting monthly thereafter.

3. This option was granted on January 26, 2012 and vests over four years, with 25% of the shares underlying the option vesting on January 3, 2013 and 2.0833% of the shares vesting monthly thereafter.

4. This option was granted on January 31, 2013 and vests over four years, with 25% of the shares underlying the option vesting on February 1, 2014 and 2.0833% of the shares vesting monthly thereafter.

5. This option was granted on June 6, 2013 and vests over four years, with 25% of the shares underlying the option vesting on January 1, 2014 and 2.0833% of the shares vesting thereafter.

6. This option was granted on February 12, 2014 and vests over four years, with 25% of the shares underlying the option vesting on January 1, 2015 and 2.0833% of the shares vesting thereafter.

7. This option was granted on March 31, 2014 and vests over four years, with (i) approximately 13.6% of the shares underlying the option vesting on March 31, 2015, (ii) approximately 6.3% vesting monthly from January 31, 2016 to April 30, 2016, (iii) approximately 1.1% vesting on May 31, 2016, (iv) approximately 6.3% vesting monthly from January 31, 2017 to June 30, 2017, (v) approximately 3.1% vesting on July 31, 2017, and (vi) approximately 6.3% vesting monthly from January 31, 2018 to March 31, 2018.

8. This option was granted on March 31, 2014 and vests over four years, with (i) approximately 30.6% of the shares underlying the option vesting on March 31, 2015, (ii) approximately 3.1% vesting monthly from April 30, 2015 to December 31, 2015, (iii) approximately 2.6% vesting on May 31, 2016, (iv) approximately 3.1% vesting monthly from June 30, 2016 to December 31, 2016, (v) approximately 1.6% vesting on July 31, 2017, and (vi) approximately 3.1% vesting monthly from August 31, 2017 to December 31, 2017.

Remarks:

	/s/ James Fortune	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.