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^*

Weber David Allen

(Last)

(First)

(Middle)

C/O OTONOMY, INC.

6275 NANCY RIDGE DRIVE, SUITE 100

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Otonomy, Inc. [ OTIC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2015

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	11/16/2015		M		5,208	A	$1.76	22,811⁽¹⁾	D
Common Stock	11/16/2015		S⁽²⁾		5,108	D	$28.5605⁽³⁾	17,703	D
Common Stock	11/16/2015		S		100	D	$29.25	17,603	D
Common Stock								4,812⁽⁴⁾	I	See footnote⁽⁵⁾

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)
Employee Stock Option (right to buy)	$1.76	11/16/2015		M			5,208	⁽⁶⁾	12/20/2023	Common Stock	5,208	$0.00	395,357⁽⁷⁾	D

Explanation of Responses:

1. The Form 4s filed by the Reporting Person since December 2014 did not include the Reporting Person's 17,064 shares acquired prior to the Issuer's initial public offering, also held directly by the Reporting Person. Column 5 of Table I now reflects these additional 17,064 shares.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

3. The sale price reported in Column 4 of Table I represents the weighted average sale price of the shares sold ranging from $28.03 to $28.99 per share. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price.

4. The Form 4s filed by the Reporting Person since December 2014 did not reflect the 4,812 shares held indirectly by The Weber Trust Dated March 9, 2005 for which the Reporting Person serves as a trustee. Column 5 of Table I now reflects these additional 4,812 shares held indirectly by the Reporting Person.

5. The reported shares are held directly by The Weber Trust Dated March 9, 2005 for which the Reporting Person serves as trustee.

6. An option to purchase 438,469 shares was granted on December 20, 2013 and was exercised in part prior to the date on which the Reporting Person became subject to Section 16. The option is subject to an early exercise provision pursuant to which 193,874 shares were immediately exercisable. One fourth of the total number of shares initially subject to the option vested on September 1, 2014 and one forty-eighth of the shares vest ratably thereafter.

7. In addition to the option to purchase 395,357 shares of common stock as set forth in Table II, the Reporting Person currently holds options to purchase up to an aggregate of 525,581 shares of common stock, which options vest according to their terms.

Remarks:

	/s/ Eric J. Loumeau, by power of attorney	11/17/2015
	** 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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