SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Acucela Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

00510T 109

(CUSIP Number of Class of Securities)

Andrew J. Bond

Davis Wright Tremaine LLP

1201 Third Avenue, Suite 2200

Seattle, WA 98101-3045

(206) 622-3150

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 13, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box:  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 00510T 109

1	Names of reporting persons Ryo Kubota
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     (Not Applicable)
5	Check of disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Japan
Number of shares beneficially owned by each reporting person with:		7	Sole voting power     10,250,654(1)
		8	Shared voting power     -0-
		9	Sole dispositive power     10,250,654(1)
		10	Shared dispositive power     -0-
11	Aggregate amount beneficially owned by each reporting person     10,250,654 (1)
12	Check if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     28.6% (2)
14	Type of reporting person     IN

(1) Includes 10,000 shares of the Issuer’s common stock issuable upon exercise of options that are exercisable within 60 days of the date of this Schedule 13D.

(2) Based on 35,809,467 shares of the Issuer’s common stock outstanding as of March 30, 2015 as reported on the Issuer’s Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2015.

SCHEDULE 13D

CUSIP No. 00510T 109

1	Names of reporting persons Hikaru Shimura
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     (Not Applicable)
5	Check of disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Japan
Number of shares beneficially owned by each reporting person with:		7	Sole voting power     151,515
		8	Shared voting power     -0-
		9	Sole dispositive power     151,515
		10	Shared dispositive power     -0-
11	Aggregate amount beneficially owned by each reporting person     151,515
12	Check if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     0.4% (1)
14	Type of reporting person     IN

(1) Based on 35,809,467 shares of the Issuer’s common stock outstanding as of March 30, 2015 as reported on the Issuer’s Form 10-K for the year ended December 31, 2014, filed with the SEC on March 30, 2015.

SCHEDULE 13D

CUSIP No. 00510T 109

1	Names of reporting persons Yoshitaka Kitao
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     (Not Applicable)
5	Check of disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Japan
Number of shares beneficially owned by each reporting person with:		7	Sole voting power     204,800
		8	Shared voting power     -0-
		9	Sole dispositive power     204,800
		10	Shared dispositive power     -0-
11	Aggregate amount beneficially owned by each reporting person     204,800
12	Check if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     0.6% (1)
14	Type of reporting person     IN

(1) Based on 35,809,467 shares of the Issuer’s common stock outstanding as of March 30, 2015 as reported on the Issuer’s Form 10-K for the year ended December 31, 2014, filed with the SEC on March 30, 2015.

SCHEDULE 13D

CUSIP No. 00510T 109

1	Names of reporting persons Yoichi Tsuchiya
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds     (Not Applicable)
5	Check of disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)    ¨
6	Citizenship or place of organization     Japan
Number of shares beneficially owned by each reporting person with:		7	Sole voting power     20,000
		8	Shared voting power     -0-
		9	Sole dispositive power     20,000
		10	Shared dispositive power     -0-
11	Aggregate amount beneficially owned by each reporting person     20,000
12	Check if the aggregate amount in Row (11) excludes certain shares    ¨
13	Percent of class represented by amount in Row (11)     0.1% (1)
14	Type of reporting person     IN

(2) Based on 35,809,467 shares of the Issuer’s common stock outstanding as of March 30, 2015 as reported on the Issuer’s Form 10-K for the year ended December 31, 2014, filed with the SEC on March 30, 2015.

EXPLANATORY NOTE

The Statement on Schedule 13D originally filed by Ryo Kubota with the SEC on February 2, 2015, as amended by Amendments No. 1, No. 2 and No 3 filed with the SEC jointly by Dr. Kubota, Hikaru Shimura, Yoshitaka Kitao, and Yoichi Tsuchiya on February 24, 2015, March 3, 2015, and March 17, 2015, respectively (as so amended, the “Statement”), is hereby amended with respect to the items set forth below by this Amendment No. 4 (this “Amendment”).

Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Statement. Except as otherwise provided herein, each item of the Statement remains unchanged.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended by adding the following:

On May 1, 2015, a special shareholder meeting of the Issuer’s shareholders (the “Special Meeting”) was held at which each of Peter Kresel, Brian O’Callaghan, Glen Y. Sato and Michael Schutzler were removed from the Board and each of the Board Designees were elected as new members of the Board.

As a result of the actions taken by the Issuer’s shareholders at the Special Meeting, on May 13, 2015, Ryo Kubota entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) with the SBI Entities, which provided that the Voting Agreement and Proxy is terminated as of the date of the Mutual Termination Agreement and is of no further force and effect.

On May 13, 2015, Ryo Kubota entered into termination agreements with each of Hikaru Shimura, Yoichi Tsuchiya, and Yoshitaka Kitao (each a “Termination Agreement” and collectively the “Termination Agreements”) for the purpose of terminating the rights and responsibilities of each of the Reporting Persons under the terms of the Voting Agreements.

The summary of both the Mutual Termination Agreement and the Termination Agreements in this Item 4 is not complete and is qualified in its entirety by reference to the complete Mutual Termination Agreement and the Termination Agreements, which are filed as Exhibits 7.8, 7.9, 7.10 and 7.11 to this Amendment and are incorporated by reference into this Item 4.

Item 5. Interests in Securities of the Issuer

Item 5 of the Statement is hereby amended and restated in its entirety as follows:

RYO KUBOTA

Ryo Kubota is the direct beneficial holder of 10,250,654 shares of Common Stock (including 10,000 shares of Common Stock issuable upon the exercise of options that are exercisable within 60 days of the date of this Amendment) and has sole voting and dispositive power over such shares which represent approximately 28.6%* of the Issuer’s outstanding Common Stock. By virtue of executing the Mutual Termination Agreement, Ryo Kubota and the SBI Entities are no longer deemed to have formed a “group” within the meaning of Section 13(d)(3) under the Act and consequently Ryo Kubota may no longer be deemed to possess shared voting power or beneficially ownership for purposes of Rule 13d-3 over the 7,752,425 shares of Common Stock that are beneficially owned by the SBI Entities.

HIKARU SHIMURA

Hikaru Shimura is the direct beneficial owner of 151,515 shares of Common Stock and has sole voting and dispositive power over such shares, which represent approximately 0.4%* of the Issuer’s outstanding Common Stock.

YOSHITAKA KITAO

Yoshitaka Kitao is the direct beneficial owner of 204,800 shares of Common Stock and has sole voting and dispositive power over such shares, which represent approximately 0.6%* of the Issuer’s outstanding Common Stock.

YOICHI TSUCHIYA

Yoichi Tsuchiya is the direct beneficial owner of 20,000 shares of Common Stock and has sole voting and dispositive power over such shares, which represent approximately 0.1%* of the Issuer’s outstanding Common Stock.

As consequence of entering the Termination Agreements, the Reporting Persons may no longer be deemed to have formed a “group” under Section 13(d)(3) of the Act. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that he has beneficial ownership over any of the shares of the Issuer’s common stock beneficially held by any of the other Reporting Persons for the purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

* Based on 35,809,467 shares of the Issuer’s common stock outstanding as of March 30, 2015 as reported on the Issuer’s Form 10-K for the year ended December 31, 2014, filed with the SEC on March 30, 2015.

(c)

Except as described in this Statement, the Reporting Persons have not effected any transaction in the Common Stock during the past sixty days.

(d)

No Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock subject to the Termination Agreements and reported in this Amendment.

(e)

On May 13, 2015, by virtue of executing the Termination Agreements, each of Hikaru Shimura, Yoichi Tsuchiya, and Yoshitaka Kitao no longer may be deemed to beneficially own the shares of Common Stock owned by Ryo Kubota and the other Reporting Persons and as a consequence each such Reporting Person may no longer be considered to be a beneficial owner of more than five percent of the outstanding shares of Common Stock as of such date.

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented by the addition of the following:

The Reporting Persons entered into the Termination Agreements pursuant to which each Reporting Person agreed to terminate the relevant Voting Agreement (and all rights and obligations thereunder) effective as of May 13, 2015.

Ryo Kubota and the SBI Entities entered into the Mutual Termination Agreement which provided that the Voting Agreement and Proxy is terminated as of May 13, 2015, and is of no further force and effect as of such date. Pursuant to the terms of the Mutual Termination Agreement, each of Ryo Kubota and the SBI Entities relinquished all rights they possessed under the Voting Agreement and Proxy and agreed that the proxy granted to Ryo Kubota regarding the shares of Common Stock beneficially owned by the SBI Entities is revoked and is of no further force and effect.

The summary of both the Mutual Termination Agreement and the Termination Agreements in this Item 6 is not complete and is qualified in its entirety by reference to the complete Mutual Termination Agreement and the Termination Agreements, which are filed as Exhibits 7.8, 7.9, 7.10 and 7.11 to this Amendment and are incorporated by reference into this Item 6.

Item 7. Materials to be Filed as Exhibits

Item 7 of the Statement is hereby amended by the addition of the following exhibit:

Exhibit 7.8	Mutual Termination Agreement, dated May 13, 2015, between Ryo Kubota and certain shareholders of Acucela Inc.
Exhibit 7.9	Termination Agreement, dated May 13, 2015, between Ryo Kubota and Hikaru Shimura
Exhibit 7.10	Termination Agreement, dated May 13, 2015, between Ryo Kubota and Yoshitaka Kitao
Exhibit 7.11	Termination Agreement, dated May 13, 2015, between Ryo Kubota and Yoichi Tsuchiya

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: May 14, 2015

RYO KUBOTA

/s/ Ryo Kubota

Ryo Kubota

HIKARU SHIMURA

*Hikaru Shimura

Hikaru Shimura

YOSHITAKA KITAO

*Yoshitaka Kitao

Yoshitaka Kitao

YOICHI TSUCHIYA

*Yoichi Tsuchiya

Yoichi Tsuchiya

*Ryo Kubota
/s/ Ryo Kubota
By:	Ryo Kubota
Attorney-in-Fact

EX-7.8

Exhibit 7.8

MUTUAL TERMINATION AGREEMENT

This MUTUAL TERMINATION AGREEMENT (the “Termination Agreement”) is entered into as of May 13, 2015 (the “Effective Date”), by and among Ryo Kubota, an individual (“Kubota”), and each of the undersigned shareholders (“Shareholders”) of Acucela Inc., a Washington corporation (the “Company”).

BACKGROUND

WHEREAS, Kubota and each of the Shareholders entered into a Voting Agreement and Irrevocable Proxy dated January 28, 2015 (the “Voting Agreement”), whereby the parties agreed to, amongst other things, vote their shares of common stock in the Company (“Common Stock”) for the purposes of removing Peter Kresel, Brian O’Callaghan, Glen Y. Sato, and Michael Schutzler from the Company’s board of directors (“Board”) and to elect each of Yoshitaka Kitao, Robert Takeuchi, Shiro Mita, and Eisaku Nakamura (the “Director Designees”) as new members of the Board.

WHEREAS, at the special meeting of the Company’s shareholders held on May 1, 2015 (the “Special Meeting”), each of Kubota and the Shareholders voted their shares of Common Stock in favor of the removal of Peter Kresel, Brian O’Callaghan, Glen Y. Sato, and Michael Schutzler from the Board and to elect each of the Director Designees as new members of the Board.

WHEREAS, as a result of the Special Meeting, each of Peter Kresel, Brian O’Callaghan, Glen Y. Sato, and Michael Schutzler were removed from the Board and each of the Director Designees was elected as a new member of the Board.

WHEREAS, since each of the parties have fulfilled their requirements under the Voting Agreement, each of Kubota and the Shareholders now wish to terminate the Voting Agreement and release the other party from all further obligations under the Voting Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1. Termination of Voting Agreement. The Voting Agreement is terminated by mutual agreement of both Kubota and each of the Shareholders effective as of the Effective Date and is of no further force and effect. Each of Kubota and the Shareholders hereby relinquish all rights which they may possess under the Voting Agreement, and each of Kubota and the Shareholders are relieved of all obligations they may have under the Voting Agreement. Each of Kubota and the Shareholders further agree and acknowledge that the proxy granted to Kubota under Section 2(d) of the Voting Agreement regarding the shares of Common Stock beneficially owned by the Shareholders is hereby revoked and is of no further force or effect.

1

2. Entire Agreement. This Termination Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof.

3. Miscellaneous.

(a) The terms and conditions of this Termination Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

(b) This Termination Agreement shall be governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice or conflict of law provision or rule (whether of the State of Washington or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Washington.

(c) This Termination Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(d) Each party to this Termination Agreement shall execute and deliver such additional documents as may be necessary or desirable to effect the purposes of this Termination Agreement.

[SIGNATURE PAGE FOLLOWS]

2

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Termination Agreement as of the date first written above.

RYO KUBOTA
/s/ Ryo Kubota
Ryo Kubota, an individual
SBI HOLDINGS, INC
By:	/s/ Yoshitaka Kitao
Name:	Yoshitaka Kitao
Title:	Representative Director, President & CEO

[Signature Page to Mutual Termination Agreement]

SBI CAPITAL MANAGEMENT CO., LTD
SBI INVESTMENT CO., LTD.,
SBI INCUBATION CO., LTD.,
BIOVISION LIFE SCIENCE FUND NO. 1,
SBI BB MEDIA INVESTMENT LIMITED PARTNERSHIP,
SBI BIO LIFE SCIENCE INVESTMENT LPS,
SBI BB MOBILE INVESTMENT LP
SBI PHOENIX NO. 1 INVESTMENT LPS,
SBI BROADBAND FUND NO. 1 LIMITED PARTNERSHIP
TRANS-SCIENCE NO. 2A INVESTMENT LIMITED PARTNERSHIP,
AND
SBI TRANSSCIENCE CO., LTD.,
By:	/s/ Katsuya Kawashima
Name:	Katsuya Kawashima
Title:	Authorized Signatory

[Signature Page to Mutual Termination Agreement]

EX-7.9

Exhibit 7.9

[Translation]

TERMINATION AGREEMENT

This Termination Agreement (this “Termination Agreement”) is entered into as of May 13, 2015 (the “Date”), by and between Hikaru Shimura (“Shimura”) and Ryo Kubota (“Kubota,” and Shimura and Kubota collectively, the “Parties”).

RECITALS

WHEREAS, the Parties entered into a Voting Agreement dated February 20, 2015 (the “Voting Agreement”), whereby the Parties agreed to vote their shares of common stock in Acucela Inc., a Washington corporation (“Acucela”), for the purposes of (i) removing Mr. Peter Kresel, Mr. Brian O’Callaghan, Mr. Glen Y. Sato, and Mr. Michael Schutzler from the Acucela’s board of directors (the “Board”), and (ii) electing each of Mr. Yoshitaka Kitao, Mr. Robert Takeuchi, Mr. Shiro Mita, and Mr. Eisaku Nakamura (collectively, the “Director Designees”) as new members of the Board;

WHEREAS, at the special meeting of Acucela’s shareholders held on May 1, 2015 (the “Special Meeting”), the Parties voted their shares of common stock in Acucela in favor of items (i) and (ii) above;

WHEREAS, as a result of the Special Meeting, each of Mr. Peter Kresel, Mr. Brian O’Callaghan, Mr. Glen Y. Sato, and Mr. Michael Schutzler were removed from the Board and each of the Director Designees was elected as a new member of the Board; and

WHEREAS, since the objectives of the Voting Agreement have been fulfilled, the Parties now wish to terminate the Voting Agreement.

AGREEMENT

NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:

1. Termination of Voting Agreement.

Notwithstanding Section 2 of the Voting Agreement, the Parties hereby agree to terminate the Voting Agreement effective as of the Date. The Parties mutually confirm that upon the termination, neither Party shall have any rights or obligations to the other Party under the Voting Agreement.

2. Governing Law.

This Termination Agreement shall be governed by and construed in accordance with the laws of Japan.

IN WITNESS WHEREOF, each of the Parties have caused this Termination Agreement to be executed on this Date on his own or by its duly authorized representative, respectively.

Shimura:

/s/ Hikaru Shimura

Hikaru Shimura

Kubota:

/s/ Ryo Kubota

Ryo Kubota

EX-7.10

Exhibit 7.10

[Translation]

TERMINATION AGREEMENT

This Termination Agreement (this “Termination Agreement”) is entered into as of May 13, 2015 (the “Date”), by and between Yoshitaka Kitao (“Kitao”) and Ryo Kubota (“Kubota,” and Kitao and Kubota collectively, the “Parties”).

RECITALS

WHEREAS, the Parties entered into a Voting Agreement dated February 20, 2015 (the “Voting Agreement”), whereby the Parties agreed to vote their shares of common stock in Acucela Inc., a Washington corporation (“Acucela”), for the purposes of (i) removing Mr. Peter Kresel, Mr. Brian O’Callaghan, Mr. Glen Y. Sato, and Mr. Michael Schutzler from the Acucela’s board of directors (the “Board”), and (ii) electing each of Mr. Yoshitaka Kitao, Mr. Robert Takeuchi, Mr. Shiro Mita, and Mr. Eisaku Nakamura (collectively, the “Director Designees”) as new members of the Board;

WHEREAS, at the special meeting of Acucela’s shareholders held on May 1, 2015 (the “Special Meeting”), the Parties voted their shares of common stock in Acucela in favor of items (i) and (ii) above;

WHEREAS, as a result of the Special Meeting, each of Mr. Peter Kresel, Mr. Brian O’Callaghan, Mr. Glen Y. Sato, and Mr. Michael Schutzler were removed from the Board and each of the Director Designees was elected as a new member of the Board; and

WHEREAS, since the objectives of the Voting Agreement have been fulfilled, the Parties now wish to terminate the Voting Agreement.

AGREEMENT

NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:

1. Termination of Voting Agreement.

Notwithstanding Section 2 of the Voting Agreement, the Parties hereby agree to terminate the Voting Agreement effective as of the Date. The Parties mutually confirm that upon the termination, neither Party shall have any rights or obligations to the other Party under the Voting Agreement.

2. Governing Law.

This Termination Agreement shall be governed by and construed in accordance with the laws of Japan.

IN WITNESS WHEREOF, each of the Parties have caused this Termination Agreement to be executed on this Date on his own or by its duly authorized representative, respectively.

Kitao:

/s/ Yoshitaka Kitao

Yoshitaka Kitao

Kubota:

/s/ Ryo Kubota

Ryo Kubota

EX-7.11

Exhibit 7.11

[Translation]

TERMINATION AGREEMENT

This Termination Agreement (this “Termination Agreement”) is entered into as of May 13, 2015 (the “Date”), by and between Yoichi Tsuchiya (“Tsuchiya”) and Ryo Kubota (“Kubota,” and Tsuchiya and Kubota collectively, the “Parties”).

RECITALS

WHEREAS, the Parties entered into a Voting Agreement dated February 20, 2015 (the “Voting Agreement”), whereby the Parties agreed to vote their shares of common stock in Acucela Inc., a Washington corporation (“Acucela”), for the purposes of (i) removing Mr. Peter Kresel, Mr. Brian O’Callaghan, Mr. Glen Y. Sato, and Mr. Michael Schutzler from the Acucela’s board of directors (the “Board”), and (ii) electing each of Mr. Yoshitaka Kitao, Mr. Robert Takeuchi, Mr. Shiro Mita, and Mr. Eisaku Nakamura (collectively, the “Director Designees”) as new members of the Board;

WHEREAS, at the special meeting of Acucela’s shareholders held on May 1, 2015 (the “Special Meeting”), the Parties voted their shares of common stock in Acucela in favor of items (i) and (ii) above;

WHEREAS, as a result of the Special Meeting, each of Mr. Peter Kresel, Mr. Brian O’Callaghan, Mr. Glen Y. Sato, and Mr. Michael Schutzler were removed from the Board and each of the Director Designees was elected as a new member of the Board; and

WHEREAS, since the objectives of the Voting Agreement have been fulfilled, the Parties now wish to terminate the Voting Agreement.

AGREEMENT

NOW, THEREFORE, the Parties, intending to be legally bound, agree as follows:

1. Termination of Voting Agreement.

Notwithstanding Section 2 of the Voting Agreement, the Parties hereby agree to terminate the Voting Agreement effective as of the Date. The Parties mutually confirm that upon the termination, neither Party shall have any rights or obligations to the other Party under the Voting Agreement.

2. Governing Law.

This Termination Agreement shall be governed by and construed in accordance with the laws of Japan.

IN WITNESS WHEREOF, each of the Parties have caused this Termination Agreement to be executed on this Date on his own or by its duly authorized representative, respectively.

Tsuchiya:

/s/ Yoichi Tsuchiya

Yoichi Tsuchiya

Kubota:

/s/ Ryo Kubota

Ryo Kubota