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^*

Randolph Edward David

(Last)

(First)

(Middle)

12744 SAN FERNANDO ROAD

SUITE 400

(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)
	Vice President of Manufacturin

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2017

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								22⁽¹⁾	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)
Non-Qualified Stock Option (right to buy)	$1.97	01/03/2017		A		151,170⁽²⁾		01/03/2018⁽³⁾	01/03/2027	Common Stock	151,170	⁽⁵⁾	151,170	D
Non-Qualified Stock Option (right to buy)	$4.1							01/21/2017⁽³⁾	01/21/2026	Common Stock	11,513		11,513	D
Non-Qualified Stock Option (right to buy)	$5							08/01/2008⁽⁴⁾	08/01/2017	Common Stock	50,000		50,000	D
Non-Qualified Stock Option (right to buy)	$5							02/01/2009⁽⁴⁾	02/01/2018	Common Stock	2,290		2,290	D
Non-Qualified Stock Option (right to buy)	$5							11/01/2009⁽⁴⁾	11/01/2018	Common Stock	25,000		25,000	D
Non-Qualified Stock Option (right to buy)	$5							02/01/2010⁽⁴⁾	02/01/2019	Common Stock	6,750		6,750	D
Non-Qualified Stock Option (right to buy)	$5							02/01/2011⁽⁴⁾	02/01/2020	Common Stock	20,750		20,750	D
Non-Qualified Stock Option (right to buy)	$5							03/01/2012⁽⁴⁾	03/01/2021	Common Stock	8,313		8,313	D
Non-Qualified Stock Option (right to buy)	$5							03/01/2013⁽⁴⁾	03/01/2022	Common Stock	7,750		7,750	D
Non-Qualified Stock Option (right to buy)	$5							04/01/2015⁽⁴⁾	04/01/2024	Common Stock	10,937		10,937	D
Non-Qualified Stock Option (right to buy)	$9							09/26/2015⁽⁴⁾	09/26/2024	Common Stock	65,895		65,895	D
Non-Qualified Stock Option (right to buy)	$13.09							03/25/2016⁽⁴⁾	03/25/2025	Common Stock	6,250		6,250	D

Explanation of Responses:

1. 22 shares, acquired as part of scheduled ESSP purchases.

2. Options to purchase 151,170 shares of the Company's common stock were granted to Mr. Randolph under the Company's 2011 Equity Incentive Plan.

3. Options vest over a four year term of which one-fourth vests on the Date Exercisable, with the remaining options vesting quarterly over three years thereafter.

4. Options vest in 4 yearly increments starting with the Date Exercisable.

5. Not Applicable.

	Edward Randolph	01/05/2017
	** 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 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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