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^*

Westby Keith

(Last)

(First)

(Middle)

C/O OPHTHOTECH CORPORATION

ONE PENN PLAZA, 19TH FLOOR

(Street)

NEW YORK

10119

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2017

3. Issuer Name and Ticker or Trading Symbol
Ophthotech Corp. [ OPHT ]

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

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

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	24,175	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)	⁽²⁾	04/08/2022	Common Stock	10,169	$1.65	D
Stock Option (right to buy)	⁽³⁾	12/29/2022	Common Stock	5,199	$10.03	D
Stock Option (right to buy)	⁽⁴⁾	01/01/2024	Common Stock	67,250	$31.29	D
Stock Option (right to buy)	⁽⁵⁾	01/01/2025	Common Stock	6,250	$45.6	D
Restricted Stock Units	⁽⁶⁾	01/01/2025	Common Stock	1,562	⁽¹⁾	D
Stock Option (right to buy)	⁽⁷⁾	01/03/2026	Common Stock	11,000	$73.22	D
Restricted Stock Units	⁽⁸⁾	01/03/2026	Common Stock	2,100	⁽¹⁾	D

Explanation of Responses:

1. Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.

2. This stock option was granted on April 9, 2012 and is fully vested.

3. This stock option was granted on December 30, 2012 and is fully vested.

4. This stock option was granted on January 2, 2014 and is currently exercisable for 49,750 shares. The remaining shares underlying this stock option vest monthly in approximately equal amounts through January 2018, subject to continued employment with the Registrant and the other terms and conditions under the Registrant's 2013 Stock Incentive Plan.

5. This stock option was granted on January 2, 2015 and is currently exercisable for 3,125 shares. The remaining shares underlying this stock option vest monthly in approximately equal amounts through January 2019, subject to continued employment with the Registrant and the other terms and conditions under the Registrant's 2013 Stock Incentive Plan.

6. This Restricted Stock Unit award was granted on January 2, 2015. This award will vest with respect to approximately 781 shares on each of the third and fourth anniversaries of the grant date, subject to continued employment with the Registrant and the other terms and conditions under the Registrant's 2013 Stock Incentive Plan.

7. This stock option was granted on January 4, 2016 and is currently exercisable for 2,750 shares. The remaining shares underlying this stock option vest monthly in approximately equal amounts through January 2020, subject to continued employment with the Registrant and the other terms and conditions under the Registrant's 2013 Stock Incentive Plan.

8. This Restricted Stock Unit award was granted on January 4, 2016. This award will vest with respect to 700 shares on each of the second, third and fourth anniversaries of the grant date, subject to continued employment with the Registrant and the other terms and conditions under the Registrant's 2013 Stock Incentive Plan.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Keith Westby	02/01/2017
	** 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 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.