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^*

ANIDO VICENTE JR

(Last)

(First)

(Middle)

50 TECHNOLOGY DRIVE

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ISTA PHARMACEUTICALS INC [ ISTA ]

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)
06/06/2012

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	06/06/2012		D		537,116	D	$9.1⁽¹⁾	0	D
Common Stock	06/06/2012		M		172,775	A	$3.75⁽²⁾	0	D
Common Stock	06/06/2012		D		172,775	D	$9.1⁽²⁾	0	D
Common Stock	06/06/2012		M		13,613	A	⁽³⁾	0	D
Common Stock	06/06/2012		D		13,613	D	$9.1⁽³⁾	0	D
Common Stock	06/06/2012		M		13,612	A	⁽⁴⁾	0	D
Common Stock	06/06/2012		D		13,612	D	$9.1⁽⁴⁾	0	D

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)
Option (right to buy)	$3.75	06/06/2012		D			236,350	⁽⁵⁾	11/30/2021	Common Stock	236,350	⁽⁵⁾	0	D
Option (right to buy)	$6.82	06/06/2012		D			17,852	⁽⁶⁾	02/07/2021	Common Stock	17,852	⁽⁶⁾	0	D
Option (right to buy)	$6.82	06/06/2012		D			145,798	⁽⁷⁾	02/07/2021	Common Stock	145,798	⁽⁷⁾	0	D
Option (right to buy)	$3.63	06/06/2012		D			123,789	⁽⁸⁾	02/02/2020	Common Stock	123,789	⁽⁸⁾	0	D
Option (right to buy)	$3.63	06/06/2012		D			36,758	⁽⁹⁾	02/02/2020	Common Stock	36,758	⁽⁹⁾	0	D
Option (right to buy)	$1.04	06/06/2012		D			30,685	⁽¹⁰⁾	02/03/2019	Common Stock	30,685	⁽¹⁰⁾	0	D
Option (right to buy)	$1.04	06/06/2012		D			115,914	⁽¹¹⁾	02/03/2019	Common Stock	115,914	⁽¹¹⁾	0	D
Option (right to buy)	$4.46	06/06/2012		D			140,906	⁽¹²⁾	02/08/2018	Common Stock	140,906	⁽¹²⁾	0	D
Option (right to buy)	$7.43	06/06/2012		D			81,185	⁽¹³⁾	02/02/2017	Common Stock	81,185	⁽¹³⁾	0	D
Option (right to buy)	$6.77	06/06/2012		D			116,046	⁽¹⁴⁾	02/16/2016	Common Stock	116,046	⁽¹⁴⁾	0	D
Option (right to buy)	$3.49	06/06/2012		D			566,347	⁽¹⁵⁾	12/16/2012	Common Stock	566,347	⁽¹⁵⁾	0	D
Stock Appreciation Right	$3.75	06/06/2012		M			172,775	⁽²⁾	11/29/2021	Common Stock	172,775	⁽²⁾	0	D
Phantom Stock	⁽³⁾	06/06/2012		M			13,613	06/06/2012	06/06/2012	Common Stock	13,613	⁽³⁾	0	D
Phantom Stock	⁽⁴⁾	06/06/2012		M			13,612	06/06/2012	06/06/2012	Common Stock	13,612	⁽⁴⁾	0	D
Option (right to buy)	$10.27	06/06/2012		D			85,240	⁽¹⁶⁾	02/17/2015	Common Stock	85,240	⁽¹⁶⁾	0	D
Option (right to buy)	$10.27	06/06/2012		D			10,361	⁽¹⁷⁾	02/17/2015	Common Stock	10,361	⁽¹⁷⁾	0	D
Option (right to buy)	$9.41	06/06/2012		D			38,202	⁽¹⁸⁾	02/05/2014	Common Stock	38,202	⁽¹⁸⁾	0	D
Option (right to buy)	$9.41	06/06/2012		D			49,798	⁽¹⁹⁾	02/05/2014	Common Stock	49,798	⁽¹⁹⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to agreement and plan of merger by and among the Company, Bausch & Lomb Incorporated and Inga Acquisition Corporation, as amended (the "Merger Agreement") in exchange for $9.10 per share, without interest, less any applicable withholding tax, on the effective date of the merger.

2. The Stock Appreciation Rights which were unvested were cancelled in the Merger Agreement in exchange for a cash payment of $5.35 per share (representing the difference between the exercise price of the Stock Appreciation Rights and the merger consideration of $9.10).

3. Each share of Phantom Stock was the economic equivalent to one share of ISTA common stock. The Phantom Stock which was unvested was cancelled in the Merger Agreement for the merger consideration of $9.10 per share.

4. Each share of Phantom Stock was the economic equivalent to one share of ISTA common stock. The Phantom Stock which was unvested was cancelled in the Merger Agreement for the merger consideration of $9.10 per share.

5. The option which was unvested was cancelled in the Merger Agreement in exchange for a cash payment equal to $5.35 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

6. The option which was unvested was cancelled in the Merger Agreement in exchange for a cash payment equal to $2.28 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

7. The option of which 94,658 shares were unvested and 51,140 shares were vested was cancelled in the Merger Agreement in exchange for a cash payment equal to $2.28 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

8. The option of which 34,840 shares were unvested and 88,949 shares were vested was cancelled in the Merger Agreement in exchange for a cash payment equal to $5.47 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

9. The option which was unvested was cancelled in the Merger Agreement in exchange for a cash payment equal to $5.47 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

10. The option which was unvested was cancelled in the Merger Agreement in exchange for a cash payment equal to $8.06 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

11. The option which was fully vested on 12/03/11 was cancelled in the Merger Agreement in exchange for a cash payment equal to $8.06 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

12. The option which was fully vested on 12/08/11 was cancelled in the Merger Agreement in exchange for a cash payment equal to $4.64 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

13. The option which was fully vested on 2/02/10 was cancelled in the Merger Agreement in exchange for a cash payment equal to $1.67 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

14. The option which was fully vested on 12/16/09 was cancelled in the Merger Agreement in exchange for a cash payment equal to $2.33 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

15. The option which was fully vested on 12/16/06 was cancelled in the Merger Agreement in exchange for a cash payment equal to $5.61 per share (representing the difference between the exercise price of the option and the merger consideration of $9.10).

16. The option which was fully vested on 12/17/08 was cancelled in the Merger Agreement.

17. The option which was fully vested on 02/17/09 was cancelled in the Merger Agreement.

18. The option which was fully vested on 02/05/08 was cancelled in the Merger Agreement.

19. The option which was fully vested on 12/05/07 was cancelled in the Merger Agreement.

	/s/ Brian Drazba, Attorney-in-Fact for Vicente Anido, Jr.	06/15/2012
	** 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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