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*
McNamara Timothy
(Last) (First) (Middle)
50 TECHNOLOGY DRIVE
(Street)
IRVINE CA 92618
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ISTA PHARMACEUTICALS INC [ ISTA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP Clinical Research & Medical
3. Date of Earliest Transaction (Month/Day/Year)
06/06/2012
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 06/06/2012 D 90,754 D $9.1(1) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $3.75 06/06/2012 D 95,625 (2) 11/30/2021 Common Stock 95,625 (2) 0 D
Option (right to buy) $6.82 06/06/2012 D 25,073 (3) 02/07/2021 Common Stock 25,073 (3) 0 D
Option (right to buy) $6.82 06/06/2012 D 8,879 (4) 02/07/2021 Common Stock 8,879 (4) 0 D
Option (right to buy) $3.63 06/06/2012 D 7,500 (5) 02/02/2020 Common Stock 7,500 (5) 0 D
Option (right to buy) $3.63 06/06/2012 D 15,750 (6) 02/02/2020 Common Stock 15,750 (6) 0 D
Option (right to buy) $1.04 06/06/2012 D 6,750 (7) 02/03/2019 Common Stock 6,750 (7) 0 D
Option (right to buy) $1.04 06/06/2012 D 16,498 (8) 02/03/2019 Common Stock 16,498 (8) 0 D
Option (right to buy) $4.46 06/06/2012 D 26,916 (9) 02/08/2018 Common Stock 26,916 (9) 0 D
Option (right to buy) $7.43 06/06/2012 D 17,405 (10) 02/02/2017 Common Stock 17,405 (10) 0 D
Option (right to buy) $6.42 06/06/2012 D 21,666 (11) 11/17/2016 Common Stock 21,666 (11) 0 D
Option (right to buy) $6.77 06/06/2012 D 1,644 (12) 02/16/2016 Common Stock 1,644 (12) 0 D
Option (right to buy) $11 06/06/2012 D 30,000 (13) 11/15/2014 Common Stock 30,000 (13) 0 D
Explanation of Responses:
1. Disposed of pursuant to agreement and plan of Merger Agreement by and among the Company, Bausch & Lomb Incorporated and Inga Acquisition Corporation, as amended (the "Merger Agreement") in exchange for $9.10 per share, without interest, less any applicable withholding tax, on the effective date of the merger.
2. The option which was unvested was cancelled in the Merger Agreement in exchange for a cash payment equal to $5.35 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
3. The option which was unvested was cancelled in the Merger Agreement in exchange for a cash payment equal to $2.28 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
4. The option of which 1,225 shares were unvested and 7,654 shares were vested was cancelled in the Merger Agreement in exchange for a cash payment equal to $2.28 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
5. The option which was fully vested on 12/02/10 was cancelled in the Merger Agreement in exchange for a cash payment equal to $5.47 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
6. The option which was unvested was cancelled in the Merger Agreement in exchange for a cash payment equal to $5.47 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
7. The option which was unvested was cancelled in the Merger Agreement in exchange for a cash payment equal to $8.06 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
8. The option which was fully vested on 2/03/10 was cancelled in the Merger Agreement in exchange for a cash payment equal to $8.06 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
9. The option which was fully vested on 12/08/10 was cancelled in the Merger Agreement in exchange for a cash payment equal to $4.64 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
10. The option which was fully vested on 12/02/10was cancelled in the Merger Agreement in exchange for a cash payment equal to $1.67 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
11. The option which was fully vested on 12/17/08 was cancelled in the Merger Agreement in exchange for a cash payment equal to $2.68 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
12. The option which was fully vested on 12/16/08 was cancelled in the Merger Agreement in exchange for a cash payment equal to $2.33 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).
13. The option which was fully vested on 11/15/08 was cancelled in the Merger Agreement.
/s/ Brian Drazba, Attorney-in-Fact for Timothy McNamara 06/15/2012
** 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 4 (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).
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