SEC Filing – Iveric Bio

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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^*

SVLSF IV, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON STREET, SUITE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ophthotech Corp. [ OPHT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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⁽¹⁾	09/30/2013		C		5,783,244	A	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾	5,783,244	I	See footnote⁽¹⁾⁽⁵⁾
Common Stock⁽²⁾	09/30/2013		C		5,783,244	A	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾	5,783,244	I	See footnote⁽²⁾⁽⁵⁾
Common Stock⁽³⁾	09/30/2013		C		5,623,587	A	⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾	5,623,587	D
Common Stock⁽⁴⁾	09/30/2013		C		159,657	A	⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾	159,657	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)
Series A Preferred Stock⁽⁶⁾⁽¹⁴⁾	⁽⁶⁾	09/30/2013		C			3,559,398	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	3,559,398	⁽⁶⁾⁽¹⁴⁾	0	D
Warrant to Purchase Shares (Series A Preferred Stock)⁽⁷⁾⁽¹⁴⁾	$0.059	09/30/2013		C			11,536	06/18/2007	06/18/2017	Common Stock	11,536	⁽⁷⁾⁽¹⁴⁾	0	D
Series B Preferred Stock⁽⁸⁾⁽¹⁴⁾	⁽⁸⁾	09/30/2013		C			1,036,944	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	1,036,944	⁽⁸⁾⁽¹⁴⁾	0	D
Series C Preferred Stock⁽⁹⁾⁽¹⁴⁾	⁽⁹⁾	09/30/2013		C			337,161	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	337,161	⁽⁹⁾⁽¹⁴⁾	0	D
Series A Preferred Stock⁽¹⁰⁾⁽¹⁴⁾	⁽¹⁰⁾	09/30/2013		C			101,054	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	101,054	⁽¹⁰⁾⁽¹⁴⁾	0	D
Warrant to Purchase Shares (Series A Preferred Stock)⁽¹¹⁾⁽¹⁴⁾	$0.059	09/30/2013		C			327	06/18/2007	06/18/2017	Common Stock	327	⁽¹¹⁾⁽¹⁴⁾	0	D
Series B Preferred Stock⁽¹²⁾⁽¹⁴⁾	⁽¹²⁾	09/30/2013		C			29,439	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	29,439	⁽¹²⁾⁽¹⁴⁾	0	D
Series C Preferred Stock⁽¹³⁾⁽¹⁴⁾	⁽¹³⁾	09/30/2013		C			9,572	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	9,572	⁽¹³⁾⁽¹⁴⁾	0	D
Series A Preferred Stock⁽¹⁾⁽⁶⁾⁽¹⁰⁾⁽¹⁴⁾	⁽⁶⁾⁽¹⁰⁾	09/30/2013		C			3,660,452	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	3,660,452	⁽⁶⁾⁽¹⁰⁾⁽¹⁴⁾	0	I	See footnote⁽¹⁾⁽⁶⁾⁽¹⁰⁾⁽¹⁴⁾
Warrant to Purchase Shares (Series A Preferred Stock)⁽¹⁾⁽⁷⁾⁽¹¹⁾⁽¹⁴⁾	$0.059	09/30/2013		C			11,863	06/18/2007	06/18/2017	Common Stock	11,863	⁽⁷⁾⁽¹¹⁾⁽¹⁴⁾	0	I	See footnote⁽¹⁾⁽⁷⁾⁽¹¹⁾⁽¹⁴⁾
Series B Preferred Stock⁽¹⁾⁽⁸⁾⁽¹²⁾⁽¹⁴⁾	⁽⁸⁾⁽¹²⁾	09/30/2013		C			1,066,383	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	1,066,383	⁽⁸⁾⁽¹²⁾⁽¹⁴⁾	0	I	See footnote⁽¹⁾⁽⁸⁾⁽¹²⁾⁽¹⁴⁾
Series C Preferred Stock⁽¹⁾⁽⁹⁾⁽¹³⁾⁽¹⁴⁾	⁽⁹⁾⁽¹³⁾	09/30/2013		C			346,733	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	346,733	⁽⁹⁾⁽¹³⁾⁽¹⁴⁾	0	I	See footnote⁽¹⁾⁽⁹⁾⁽¹³⁾⁽¹⁴⁾
Series A Preferred Stock⁽²⁾⁽⁶⁾⁽¹⁰⁾⁽¹⁴⁾	⁽⁶⁾⁽¹⁰⁾	09/30/2013		C			3,660,452	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	3,660,452	⁽⁶⁾⁽¹⁰⁾⁽¹⁴⁾	0	I	See footnote⁽²⁾⁽⁶⁾⁽¹⁰⁾⁽¹⁴⁾
Warrant to Purchase Shares (Series A Preferred Stock)⁽²⁾⁽⁷⁾⁽¹¹⁾⁽¹⁴⁾	$0.059	09/30/2013		C			11,863	06/18/2007	06/18/2017	Common Stock	11,863	⁽⁷⁾⁽¹¹⁾⁽¹⁴⁾	0	I	See footnote⁽²⁾⁽⁷⁾⁽¹¹⁾⁽¹⁴⁾
Series B Preferred Stock⁽²⁾⁽⁸⁾⁽¹²⁾⁽¹⁴⁾	⁽⁸⁾⁽¹²⁾	09/30/2013		C			1,066,383	⁽¹⁶⁾	⁽¹⁶⁾	Common Stock	1,066,383	⁽⁸⁾⁽¹²⁾⁽¹⁴⁾	0	I	See footnote⁽²⁾⁽⁸⁾⁽¹²⁾⁽¹⁴⁾
Series C Preferred Stock⁽²⁾⁽⁹⁾⁽¹³⁾⁽¹⁴⁾	⁽⁹⁾⁽¹³⁾	09/30/2013		C			346,733	⁽¹⁷⁾	⁽¹⁷⁾	Common Stock	346,733	⁽⁹⁾⁽¹³⁾⁽¹⁴⁾	0	I	See footnote⁽²⁾⁽⁹⁾⁽¹³⁾⁽¹⁴⁾

1. Name and Address of Reporting Person^*

SVLSF IV, LLC

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON STREET, SUITE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SV LIFE SCIENCES FUND IV, L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON STREET, SUITE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L. P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON STREET, SUITE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SV Life Sciences Fund IV (GP), L.P.

(Last)

(First)

(Middle)

ONE BOSTON PLACE

201 WASHINGTON STREET, SUITE 3900

(Street)

BOSTON

02108

(City)

(State)

(Zip)

Explanation of Responses:

1. These shares are owned directly by SV Life Sciences Fund IV, L.P. ("SVLS IV LP") and SV Life Sciences Fund IV Strategic Partners, L.P. ("Strategic Partners"). SV Life Sciences Fund IV (GP), L.P. ("SVLS IV GP"), the general partner of SVLS IV LP and Strategic Partners, may be deemed to share voting and dispositive power over the shares held by SVLS IV LP and Strategic Partners. SVLS IV GP disclaims beneficial ownership of shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.

2. These shares are owned directly by SVLS IV LP and Strategic Partners. SVLSF IV, LLC, the general partner of SVLS IV GP, may be deemed to share voting and dispositive power over the shares held by SVLS IV LP and Strategic Partners. SVLSF IV, LLC disclaims beneficial ownership of shares held by SVLS IV LP and Strategic Partners except to the extent of any pecuniary interest therein.

3. These shares are held directly by SVLS IV LP.

4. These shares are held directly by Strategic Partners.

5. SVLS IV LP and Strategic Partners (each a "Fund", or collectively the "Funds") may be deemed to beneficially own the shares and warrants held by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares and warrants held by any other Fund except to the extent of any pecuniary interest therein.

6. On September 30, 2013, in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, all Series A Preferred Stock held by SVLS IV LP converted into 3,559,398 shares of Common Stock and accrued stock dividends thereon were issued and converted into 541,418 shares of Common Stock.

7. On September 30, 2013, in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, the SVLS IV LP Warrant to Purchase Shares of issuer dated June 18, 2007 for 68,068 Shares (as defined therein) was exercised in full and converted into 11,536 shares of Common Stock, and accrued stock dividends thereon were issued and converted into 1,753 shares of Common Stock.

8. On September 30, 2013, in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, all Series B Preferred Stock held by SVLS IV LP converted into 1,036,944 shares of Common Stock and accrued stock dividends thereon were issued and converted into 132,444 shares of Common Stock.

9. On September 30, 2013, in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, all Series C Preferred Stock held by SVLS IV LP converted into 337,161 shares of Common Stock and accrued stock dividends thereon were issued and converted into 2,931 shares of Common Stock.

10. On September 30, 2013, in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, all Series A Preferred Stock held by Strategic Partners converted into 101,054 shares of Common Stock and accrued stock dividends thereon were issued and converted into 15,371 shares of Common Stock.

11. On September 30, 2013, in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, the Strategic Partners Warrant to Purchase Shares of issuer dated June 18, 2007 for 1,932 Shares (as defined therein) was exercised in full and converted into 327 shares of Common Stock, and accrued stock dividends thereon were issued and converted into 50 shares of Common Stock.

12. On September 30, 2013, in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, all Series B Preferred Stock held by Strategic Partners converted into 29,439 shares of Common Stock and accrued stock dividends thereon were issued and converted into 3,760 shares of Common Stock.

13. On September 30, 2013, in connection with the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, all Series C Preferred Stock held by Strategic Partners converted into 9,572 shares of Common Stock and accrued stock dividends thereon were issued and converted into 83 shares of Common Stock.

14. Common Stock share equivalent numbers on this line are rounded down to the nearest whole share number. Pursuant to the issuer's fourth amended and restated certificate of incorporation, as amended, all shares of the issuer's preferred stock were aggregated across series for purposes of conversion to Common Stock, resulting in additional whole shares being issued as a result of the aggregation of fractional shares across series.

15. The Series A Preferred Stock was convertible at any time and had no expiration date.

16. The Series B Preferred Stock was convertible at any time and had no expiration date.

17. The Series C Preferred Stock was convertible at any time and had no expiration date.

	/s/ Thomas B. Rosedale (pursuant to power of attorney)	10/01/2013
	/s/ Thomas B. Rosedale (pursuant to power of attorney)	10/01/2013
	/s/ Thomas B. Rosedale (pursuant to power of attorney)	10/01/2013
	/s/ Thomas B. Rosedale (pursuant to power of attorney)	10/01/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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