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^*

Williams Gregg

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2017

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	11/17/2017		P⁽¹⁾		5,420⁽¹⁾	A	$1.1694⁽¹⁾	19,446,368	I	See footnote⁽²⁾
COMMON STOCK	11/20/2017		P⁽³⁾		11,600⁽³⁾	A	$1.1834⁽³⁾	19,457,968	I	See footnote⁽²⁾

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)
Warrant to Purchase Common	$5							02/23/2013	02/28/2018	COMMON STOCK	408,548		408,548	I	See footnote⁽²⁾
Warrant to Purchase Common	$1.47							03/13/2017	03/13/2022	COMMON STOCK	6,802,721		6,802,721	I	See footnote⁽²⁾

Explanation of Responses:

1. Sam B Williams 95 GST Trust, a trust of which Mr. Williams is trustee, acquired 5,420 shares of common stock reported on this Form 4 on November 17, 2017 at an average price of $1.1694 per share, in multiple open market transactions at prices ranging from $1.16 to $1.17 inclusive. The reporting person undertakes to provide the issuer or the staff of the SEC, upon request, full information regarding the number of shares acquired at each separate price.

2. Of which, (i) Gregg Williams 2006 Trust, a trust of which Mr. Williams is trustee, owned 13,598,612 shares of common stock and warrants to purchase 6,971,269 shares of common stock, (ii) Williams International Co. LLC, whose manager is Mr. Williams, owns 1,484,254 shares and warrants to purchase 240,000 shares, (iii) Sam Williams Family Investments LLC, whose manager is Mr. Williams, owns 4,358,082 shares and warrants to purchase 214,921 shares, and (iv) Sam B Williams 95 GST Trust, owned 5,420 and 17,020 shares common stock following November 17, 2017 and November 20, 2017 purchases respectively.

3. Sam B Williams 95 GST Trust, a trust of which Mr. Williams is trustee, acquired 11,600 shares of common stock reported on this Form 4 on November 20, 2017 at an average price of $1.1834 per share in multiple open market transactions at prices ranging from $1.17 to $1.20 inclusive. The reporting person undertakes to provide the issuer or the staff of the SEC, upon request, full information regarding the number of shares acquired at each separate price.

	/s/ Tom Miller By Power-of-Attorney	11/21/2017
	** 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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