SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Rajpal Rajesh K.

(Last)

(First)

(Middle)

C/O AVEDRO, INC.

201 JONES ROAD

(Street)

WALTHAM

02451

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2019

3. Issuer Name and Ticker or Trading Symbol
AVEDRO INC [ AVDR ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,895	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series AA Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	3,620	⁽¹⁾	D
Series BB Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	444	⁽¹⁾	D
Series CC Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,284	⁽¹⁾	D
Employee Stock Option (right to buy)	⁽²⁾	08/12/2021	Common Stock	141	$46.01	D
Employee Stock Option (right to buy)	⁽²⁾	04/21/2023	Common Stock	70	$35.42	D
Employee Stock Option (right to buy)	⁽³⁾	03/24/2026	Common Stock	53,146	$1.34	D
Employee Stock Option (right to buy)	⁽⁴⁾	01/30/2028	Common Stock	24,917	$2.14	D
Employee Stock Option (right to buy)	⁽⁵⁾	01/30/2028	Common Stock	53,146	$2.14	D
Employee Stock Option (right to buy)	⁽⁶⁾	07/17/2028	Common Stock	30,561	$3.69	D

Explanation of Responses:

1. Each share of Series AA Convertible Preferred Stock, Series BB Convertible Preferred Stock and Series CC Convertible Preferred Stock is convertible at any time, at the option of the holder, into Common Stock, on a one-for-one basis, has no expiration date and will convert into shares of Common Stock upon the closing of the Issuer's initial public offering.

2. Fully vested.

3. One forty-eighth (1/48th) of the shares subject to the option shall vest on a monthly basis commencing on April 16, 2016, subject to the Reporting Person continuing to provide service through each such date.

4. One forty-eighth (1/48th) of the shares subject to the option shall vest on a monthly basis commencing on March 1, 2018, subject to the Reporting Person continuing to provide service through each such date.

5. 19,375 of the shares subject to the option vested immediately as February 1, 2018 (the "Vesting Commencement Date"), with the remainder vesting in 24 equal installments over a two-year period beginning on the first monthly anniversary of the Vesting Commencement Date, subject to the Reporting Person continuing to provide service through each such date.

6. One forty-eighth (1/48th) of the shares subject to the option shall vest on a monthly basis commencing on July 21, 2018, subject to the Reporting Person continuing to provide service through each such date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Paul S. Bavier, Attorney-in-Fact	02/13/2019
	** 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 5 (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.