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^*

SBI Holdings, Inc.

(Last)

(First)

(Middle)

IZUMI GARDEN TOWER 19F, 1-6-1

ROPPONGI, MINATO-KU

(Street)

TOKYO

106-6019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ACUCELA INC. [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2014

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	02/10/2014		C		374,817	A	⁽²⁾⁽⁴⁾	374,817⁽¹⁾	I⁽³⁾	By SBI Incubation Co., Ltd.⁽³⁾
Common Stock	02/10/2014		C		1,111,111	A	⁽⁴⁾	1,485,928⁽¹⁾	I⁽⁵⁾	By Softbank Internet Fund⁽⁵⁾
Common Stock	02/10/2014		C		69,628	A	⁽⁴⁾	1,555,556⁽¹⁾	I⁽⁶⁾	By Trans-Science No. 2A Investment Limited Partnership⁽⁶⁾
Common Stock	02/10/2014		C		1,777,778	A	⁽⁴⁾	3,333,334⁽¹⁾	I⁽⁷⁾	By BIOVISION Life Science Fund No.1⁽⁷⁾
Common Stock	02/10/2014		C		1,257,252	A	⁽⁸⁾⁽¹⁴⁾	4,590,586⁽¹⁾	I⁽⁹⁾	By SBI BB Media Investment Limited Partnership⁽⁹⁾
Common Stock	02/10/2014		C		1,871,250	A	⁽⁸⁾⁽¹⁵⁾	6,461,836⁽¹⁾	I⁽¹⁰⁾	By SBI Bio Life Science Investment LPS⁽¹⁰⁾
Common Stock	02/10/2014		C		258,582	A	⁽⁸⁾⁽¹⁶⁾	6,720,418⁽¹⁾	I⁽¹¹⁾	By SBI BB Mobile Investment LPS⁽¹¹⁾
Common Stock	02/10/2014		C		252,505	A	⁽⁸⁾⁽¹⁷⁾	6,972,923⁽¹⁾	I⁽¹²⁾	By SBI Phoenix No. 1 Investment LPS⁽¹²⁾
Common Stock	02/10/2014		C		779,502	A	⁽⁸⁾⁽¹⁸⁾	7,752,425⁽¹⁾	I⁽¹³⁾	By SBI Broadband Fund No. 1 Limited Partnership⁽¹³⁾

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	⁽²⁾	02/10/2014		C			666,667	10/06/2003	⁽²⁾	Common Stock	222,222	$0	0	I⁽³⁾	By SBI Incubation Co., Ltd.⁽³⁾
Series B Preferred Stock	⁽⁴⁾	02/10/2014		C			457,784	08/31/2004	⁽⁴⁾	Common Stock	152,595	$0	0	I⁽³⁾	By SBI Incubation Co., Ltd.⁽³⁾
Series B Preferred Stock	⁽⁴⁾	02/10/2014		C			666,667	09/30/2004	⁽⁴⁾	Common Stock	222,222	$0	0	I⁽⁵⁾	By Softbank Internet Fund⁽⁵⁾
Series B Preferred Stock	⁽⁴⁾	02/10/2014		C			2,666,667	12/24/2004	⁽⁴⁾	Common Stock	888,889	$0	0	I⁽⁵⁾	By Softbank Internet Fund⁽⁵⁾
Series B Preferred Stock	⁽⁴⁾	02/10/2014		C			208,883	08/31/2004	⁽⁴⁾	Common Stock	69,628	$0	0	I⁽⁶⁾	By Trans-Science No. 2A Investment Limited Partnership⁽⁶⁾
Series B Preferred Stock	⁽⁴⁾	02/10/2014		C			4,000,000	09/30/2004	⁽⁴⁾	Common Stock	1,333,334	$0	0	I⁽⁷⁾	By BIOVISION Life Science Fund No.1⁽⁷⁾
Series B Preferred Stock	⁽⁴⁾	02/10/2014		C			1,333,333	12/24/2004	⁽⁴⁾	Common Stock	444,444	$0	0	I⁽⁷⁾	By BIOVISION Life Science Fund No.1⁽⁷⁾
Series C Preferred Stock	⁽⁸⁾	02/10/2014		C			362,669	11/28/2006	⁽⁸⁾	Common Stock	120,890	$0	0	I⁽⁹⁾	By SBI BB Media Investment Limited Partnership⁽⁹⁾
Series C Preferred Stock	⁽⁸⁾	02/10/2014		C			454,545	03/06/2009	⁽⁸⁾	Common Stock	151,515	$0	0	I⁽⁹⁾	By SBI BB Media Investment Limited Partnership⁽⁹⁾
Series C Preferred Stock	⁽⁸⁾	02/10/2014		C			613,748	11/28/2006	⁽⁸⁾	Common Stock	204,583	$0	0	I⁽¹⁰⁾	By SBI Bio Life Science Investment LPS⁽¹⁰⁾
Series C Preferred Stock	⁽⁸⁾	02/10/2014		C			157,117	08/29/2011	⁽⁸⁾	Common Stock	52,372	$0	0	I⁽¹¹⁾	By SBI BB Mobile Investment LPS⁽¹¹⁾
Series C Preferred Stock	⁽⁸⁾	02/10/2014		C			50,594	03/29/2012	⁽⁸⁾	Common Stock	16,865	$0	0	I⁽¹¹⁾	By SBI BB Mobile Investment LPS⁽¹¹⁾
Series C Preferred Stock	⁽⁸⁾	02/10/2014		C			153,425	08/29/2011	⁽⁸⁾	Common Stock	51,142	$0	0	I⁽¹²⁾	By SBI Phoenix No. 1 Investment LPS⁽¹²⁾
Series C Preferred Stock	⁽⁸⁾	02/10/2014		C			49,406	03/29/2012	⁽⁸⁾	Common Stock	16,468	$0	0	I⁽¹²⁾	By SBI Phoenix No. 1 Investment LPS⁽¹²⁾
Series C Preferred Stock	⁽⁸⁾	02/10/2014		C			224,855	11/28/2006	⁽⁸⁾	Common Stock	74,951	$0	0	I⁽¹³⁾	By SBI Broadband Fund No. 1 Limited Partnership⁽¹³⁾
Series C Preferred Stock	⁽⁸⁾	02/10/2014		C			281,818	03/06/2009	⁽⁸⁾	Common Stock	93,940	$0	0	I⁽¹³⁾	By SBI Broadband Fund No. 1 Limited Partnership⁽¹³⁾
$3,249,994.00 Fourth Amended and Restated Promissory Note	⁽¹⁴⁾	02/10/2014		C			$3,249,994	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	984,847	$0	0	I⁽⁹⁾	By SBI BB Media Investment Limited Partnership⁽⁹⁾
$5,500,000.00 Amended and Restated Promissory Note	⁽¹⁵⁾	02/10/2014		C			$5,500,000	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	1,666,667	$0	0	I⁽¹⁰⁾	By SBI Bio Life Science Investment LPS⁽¹⁰⁾
$624,838.50 Amended and Restated Promissory Note	⁽¹⁶⁾	02/10/2014		C			$624,838.5	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	189,345	$0	0	I⁽¹¹⁾	By SBI BB Mobile Investment LPS⁽¹¹⁾
$610,153.50 Amended and Restated Promissory Note	⁽¹⁷⁾	02/10/2014		C			$610,153.5	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	184,895	$0	0	I⁽¹²⁾	By SBI Phoenix No. 1 Investment LPS⁽¹²⁾
$2,015,014.10 Fourth Amended and Restated Promissory Note	⁽¹⁸⁾	02/10/2014		C			$2,015,014.1	⁽¹⁸⁾	⁽¹⁸⁾	Common Stock	610,611	$0	0	I⁽¹³⁾	By SBI Broadband Fund No. 1 Limited Partnership⁽¹³⁾

1. Name and Address of Reporting Person^*

SBI Holdings, Inc.

(Last)

(First)

(Middle)

IZUMI GARDEN TOWER 19F, 1-6-1

ROPPONGI, MINATO-KU

(Street)

TOKYO

106-6019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SBI Capital Management Co., Ltd.

(Last)

(First)

(Middle)

IZUMI GARDEN TOWER 19F, 1-6-1

ROPPONGI, MINATO-KU

(Street)

TOKYO

106-6019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SBI Investment Co., Ltd.

(Last)

(First)

(Middle)

IZUMI GARDEN TOWER 19F, 1-6-1

ROPPONGI, MINATO-KU

(Street)

TOKYO

106-6019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This Form 4 is being filed jointly by SBI Holdings, Inc., SBI Capital Management Co., Ltd. and SBI Investment Co., Ltd. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purpose of Section 16 or any other purpose.

2. The Series A Preferred Stock converted into Acucela Inc. Common Stock on a three-for-one basis and had no expiration date.

3. These shares are held directly by SBI Incubation Co., Ltd., which is an indirect wholly-owned subsidiary of SBI Holdings, Inc. SBI Holdings, Inc. may be deemed to be the indirect beneficial owner of these securities.

4. The Series B Preferred Stock converted into Acucela Inc. Common Stock on a three-for-one basis and had no expiration date.

5. These shares are held directly by Softbank Internet Fund. Soft Trend Capital Corp., which is a subsidiary of SBI Holdings, Inc., is the sole general partner of Softbank Internet Fund. Soft Trend Capital Corp. and SBI Holdings, Inc. may be deemed to be the indirect beneficial owners of these securities.

6. These shares are held directly by Trans-Science No. 2A Investment Limited Partnership. SBI Transscience Co., Ltd., which is a subsidiary of SBI Holdings, Inc., is the sole general partner of Trans-Science No. 2A Investment Limited Partnership. SBI Transscience Co., Ltd. and SBI Holdings, Inc. may be deemed to be the indirect beneficial owners of these securities.

7. These shares are held directly by BIOVISION Life Science Fund No.1. SBI Investment Co., Ltd., which is a wholly-owned subsidiary of SBI Capital Management Co., Ltd., which in turn is a wholly-owned subsidiary of SBI Holdings, Inc., is the sole general partner of BIOVISION Life Science Fund No.1. SBI Investment Co., Ltd., SBI Capital Management Co., Ltd. and SBI Holdings, Inc. may be deemed to be the indirect beneficial owners of these securities.

8. The Series C Preferred Stock converted into Acucela Inc. Common Stock on a three-for-one basis and had no expiration date.

9. These shares are held directly by SBI BB Media Investment Limited Partnership. SBI Investment Co., Ltd., which is a wholly-owned subsidiary of SBI Capital Management Co., Ltd., which in turn is a wholly-owned subsidiary of SBI Holdings, Inc., is the sole general partner of SBI BB Media Investment Limited Partnership. SBI Investment Co., Ltd., SBI Capital Management Co., Ltd. and SBI Holdings, Inc. may be deemed to be the indirect beneficial owners of these securities.

10. These shares are held directly by SBI Bio Life Science Investment LPS. SBI Investment Co., Ltd., which is a wholly-owned subsidiary of SBI Capital Management Co., Ltd., which in turn is a wholly-owned subsidiary of SBI Holdings, Inc., is the sole general partner of SBI Bio Life Science Investment LPS. SBI Investment Co., Ltd., SBI Capital Management Co., Ltd. and SBI Holdings, Inc. may be deemed to be the indirect beneficial owners of these securities.

11. These shares are held directly by SBI BB Mobile Investment LPS. SBI Investment Co., Ltd., which is a wholly-owned subsidiary of SBI Capital Management Co., Ltd., which in turn is a wholly-owned subsidiary of SBI Holdings, Inc., is the sole general partner of SBI BB Mobile Investment LPS. SBI Investment Co., Ltd., SBI Capital Management Co., Ltd. and SBI Holdings, Inc. may be deemed to be the indirect beneficial owners of these securities.

12. These shares are held directly by SBI Phoenix No. 1 Investment LPS. SBI Investment Co., Ltd., which is a wholly-owned subsidiary of SBI Capital Management Co., Ltd., which in turn is a wholly-owned subsidiary of SBI Holdings, Inc., is the sole general partner of SBI Phoenix No. 1 Investment LPS. SBI Investment Co., Ltd., SBI Capital Management Co., Ltd. and SBI Holdings, Inc. may be deemed to be the indirect beneficial owners of these securities.

13. These shares are held directly by SBI Broadband Fund No. 1 Limited Partnership. SBI Investment Co., Ltd., which is a wholly-owned subsidiary of SBI Capital Management Co., Ltd., which in turn is a wholly-owned subsidiary of SBI Holdings, Inc., is the sole general partner of SBI Broadband Fund No. 1 Limited Partnership. SBI Investment Co., Ltd., SBI Capital Management Co., Ltd. and SBI Holdings, Inc. may be deemed to be the indirect beneficial owners of these securities.

14. The Fourth Amended and Restated Promissory Note was originally issued May 29, 2006 and has a maturity date of June 20, 2014. The note automatically converts into 984,847 shares of Common Stock upon the closing of the sale of Acucela Inc. Common Stock in a firm commitment, underwritten public offering in which certain conditions are met relating to the number of shares issued and the price at which shares are issued.

15. The Amended and Restated Promissory Note was originally issued May 29, 2006 and has a maturity date of February 28, 2014. The note automatically converts into 1,666,667 shares of Common Stock upon the closing of the sale of Acucela Inc. Common Stock in a firm commitment, underwritten public offering in which certain conditions are met relating to the number of shares issued and the price at which shares are issued.

16. The Amended and Restated Promissory Note was originally issued May 29, 2006 and has a maturity date of August 31, 2014. The note automatically converts into 189,345 shares of Common Stock upon the closing of the sale of Acucela Inc. Common Stock in a firm commitment, underwritten public offering in which certain conditions are met relating to the number of shares issued and the price at which shares are issued.

17. The Amended and Restated Promissory Note was originally issued May 29, 2006 and has a maturity date of August 31, 2014. The note automatically converts into 184,895 shares of Common Stock upon the closing of the sale of Acucela Inc. Common Stock in a firm commitment, underwritten public offering in which certain conditions are met relating to the number of shares issued and the price at which shares are issued.

18. The Fourth Amended and Restated Promissory Note was originally issued May 29, 2006 and has a maturity date of August 31, 2014. The note automatically converts into 610,611 shares of Common Stock upon the closing of the sale of Acucela Inc. Common Stock in a firm commitment, underwritten public offering in which certain conditions are met relating to the number of shares issued and the price at which shares are issued.

Remarks:

	/s/ Yoshitaka Kitao, Authorized Person, SBI Holdings, Inc.	02/12/2014
	/s/ Takashi Nakagawa, Authorized Person, SBI Capital, Management Co., Ltd.	02/12/2014
	/s/ Takashi Nakagawa, Authorized Person, SBI Investment Co., Ltd.	02/12/2014
	** Signature of Reporting Person	Date
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