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^*

Ripley Anne-Marie Juliette

(Last)

(First)

(Middle)

12744 SAN FERNANDO ROAD, BLDG. 3

(Street)

SYLMAR

91342

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SECOND SIGHT MEDICAL PRODUCTS INC [ EYES ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2015

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)
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	06/04/2015		M		4,371⁽¹⁾	A	$4.75	4,371	D
COMMON STOCK	06/04/2015		S		4,371⁽²⁾	D	$15⁽³⁾	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)
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)
Option	$4.75	06/04/2015		M			4,371	⁽³⁾	09/01/2015	Common Stock	4,371	$0	0	D
Option	$4.75							⁽³⁾	01/01/2016	Common Stock	2,500		2,500	D
Option	$5							⁽³⁾	01/01/2017	Common Stock	6,125		6,125	D
Option	$5							⁽³⁾	04/01/2018	Common Stock	4,750		4,750	D
Option	$5							⁽³⁾	11/01/2018	Common Stock	25,000		25,000	D
Option	$5							⁽³⁾	02/01/2019	Common Stock	6,750		6,750	D
Option	$5							⁽³⁾	02/01/2020	Common Stock	10,125		10,125	D
Option	$5							⁽³⁾	02/01/2020	Common Stock	10,625		10,625	D
Option	$5							⁽³⁾	03/01/2021	Common Stock	8,313		8,313	D
Option	$5							⁽³⁾	03/01/2022	Common Stock	5,813		5,813	D
Option	$5							⁽³⁾	04/01/2024	Common Stock	3,125		3,125	D

Explanation of Responses:

1. Ms. Ripley exercised 4,371 vested options (which expire on September 1, 2015) reported as Option(1) on Form 3 filed with the SEC on November 18, 2014.

2. These transactions were effected pursuant to planned sales under lock-up agreement entered into at the time of EYES IPO in November 2014, as approved by Board of EYES and the IPO underwriter and as further disclosed in the Company's prospectus dated November 20, 2014.

3. These are vested employee options currently exercisable.

Remarks:

Excludes employee options, covering 89,781 shares, not exercisable for over 60 days from this date. Sales reported in this Form 4 constitute the final trades contemplated upon expiration of the six month lock-up noted in footnote 2 above, with the Reporting Person's share sales after this date remaining subject to a 12 month lock-up that commenced from the IPO date.

	/s/ Anne-Marie Ripley	06/08/2015
	** 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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