| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
EyePoint Pharmaceuticals, Inc. [ EYPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 02/09/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 02/09/2024 | M | 20,000 | A | $0.00 | 155,441 | D | |||
| Common Stock | 02/09/2024 | M | 17,534 | A | $0.00 | 172,975 | D | |||
| Common Stock | 02/09/2024 | F(1) | 7,962 | D | $28.8 | 165,013 | D | |||
| Common Stock | 02/09/2024 | F(1) | 6,981 | D | $28.8 | 158,032 | D | |||
| Common Stock | 02/13/2024 | G(2) | 74,681 | D | $0.00 | 83,351 | D | |||
| Common Stock | 02/13/2024 | G(2) | 74,681 | A | $0.00 | 126,889 | I | By Family Trust(3) | ||
|
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 | ||||||||
| Restricted Stock Units | $0.00 | 02/09/2024 | M | 17,534 | (4) | 02/09/2031 | Common Stock | 17,534 | $0.00 | 0.00 | D | ||||
| Restricted Stock Units | $0.00 | 02/09/2024 | M | 20,000 | (5) | 02/09/2032 | Common Stock | 20,000 | $0.00 | 20,000 | D | ||||
| Stock Option (Right to Buy) | $12.9 | 02/13/2024 | G(6) | 3,116 | (7) | 02/28/2030 | Common Stock | 3,116 | $0.00 | 1,558 | D | ||||
| Stock Option (Right to Buy) | $12.9 | 02/13/2024 | G(6) | 3,116 | (7) | 02/28/2030 | Common Stock | 3,116 | $0.00 | 73,242 | I | By Family Trust(3) | |||
| Stock Option (Right to Buy) | $13.13 | 02/13/2024 | G(6) | 4,452 | (8) | 02/09/2031 | Common Stock | 4,452 | $0.00 | 57,878 | D | ||||
| Stock Option (Right to Buy) | $13.13 | 02/13/2024 | G(6) | 4,452 | (8) | 02/09/2031 | Common Stock | 4,452 | $0.00 | 155,822 | I | By Family Trust(3) | |||
| Stock Option (Right to Buy) | $10.13 | 02/13/2024 | G(6) | 5,000 | (9) | 02/09/2032 | Common Stock | 5,000 | $0.00 | 125,000 | D | ||||
| Stock Option (Right to Buy) | $10.13 | 02/13/2024 | G(6) | 5,000 | (9) | 02/09/2032 | Common Stock | 5,000 | $0.00 | 115,000 | I | By Family Trust(3) | |||
| Explanation of Responses: |
| 1. No shares were sold - these shares were withheld by the issuer to satisfy tax withholding requirements in connection with the Reporting Person's exercise of his withholding right following the vesting of the restricted stock units |
| 2. On February 13, 2024, the reporting person transferred owned shares of Common Stock of the Company to the Family Trust. |
| 3. These securities are held in a trust for the benefit of the reporting person's children. The reporting person's spouse is trustee of the Family Trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. |
| 4. The restricted stock units will vest in three ratable annual installments beginning February 9, 2022. |
| 5. The restricted stock units will vest in three ratable annual installments beginning February 9, 2023. |
| 6. On February 13, 2024, the reporting person transferred the vested portion of an option to purchase common stock, par value $0.001 per share ("Common Stock"), of EyePoint Pharmaceuticals, Inc. (the "Company"), to an irrevocable family trust of which the reporting person's spouse is trustee and of which the reporting person's immediately family members are the sole beneficiaries (the "Family Trust"). |
| 7. The option to purchase will vest and become exercisable over a four year period as follows: 25% at the one year anniversary of grant and then ratably over the remaining thirty-six months. At the time of the transfer, the portion of the option that was transferred to the Family Trust vested in full as of January 28, 2024. The remaining portion of the option retained by the reporting person continues to vest on a monthly basis until February 28, 2024. |
| 8. The option to purchase will vest and become exercisable over a four year period as follows: 25% at the one year anniversary of grant and then ratably over the remaining thirty-six months At the time of the transfer, the portion of the option that was transferred to the Family Trust vested in full as of January 9, 2024. The remaining portion of the option retained by the reporting person continues to vest on a monthly basis until February 9, 2025. |
| 9. The option to purchase will vest and become exercisable over a four year period as follows: 25% at the one year anniversary of grant and then ratably over the remaining thirty-six months At the time of the transfer, the portion of the option that was transferred to the Family Trust vested in full as of January 9, 2024. The remaining portion of the option retained by the reporting person continues to vest on a monthly basis until February 9, 2026. |
| Remarks: |
| /s/ Ron Honig, Attorney-in-Fact | 02/13/2024 | |
| ** 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). | ||
| 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. | ||