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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Graves Adrienne L (Last) (First) (Middle) C/O IVERIC BIO, INC. FIVE PENN PLAZA, SUITE 2372 (Street) NEW YORK NY 10001 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol IVERIC bio, Inc. [ ISEE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/19/2021
	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)
			Code	V	Amount	(A) or (D)	Price

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
Stock Option (Right to Buy)	$6.82	05/19/2021		A		15,500		(1)	05/18/2031	Common Stock	15,500	$0	15,500	D
Restricted Stock Units	(2)	05/19/2021		A		7,500		(3)	(3)	Common Stock	7,500	$0	7,500	D

Explanation of Responses:

1. Subject to the Reporting Person providing continued services to the Registrant and other terms and conditions under the Registrant's 2013 Stock Incentive Plan, the stock option award will vest monthly with respect to 1/12 of the shares underlying such stock option award until the earlier of the business day immediately prior to the Registrant's 2022 annual meeting of stockholders or the first anniversary of the grant date. Any unvested shares subject to the stock option award will be accelerated in full upon the occurrence of a change in control event (as defined in the Registrant's 2013 Stock Incentive Plan).

2. Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the units.

3. Subject to the Reporting Person providing continued services to the Registrant and other terms and conditions under the Registrant's 2013 Stock Incentive Plan, the award of restricted stock units will vest in full on the earlier of one business day prior to the Registrant's 2022 annual meeting of stockholders or the first anniversary of the grant date. Any unvested shares subject to the award of restricted stock units will be accelerated in full upon the occurrence of a change in control event (as defined in the Registrant's 2013 Stock Incentive Plan).

	/s/ Todd D.C. Anderman, as Attorney-in-Fact for Adrienne L. Graves	05/20/2021
	** 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.
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