OCULAR THERAPEUTIX, INC — Director's Dealing 2014

Jul 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OCULAR THERAPEUTIX, INC (OCUL)
CIK: 0001393434
Period of Report: 2014-07-30

Reporting Person: SVLSF IV, LLC (10% Owner)
Reporting Person: SV LIFE SCIENCES FUND IV, L.P. (10% Owner)
Reporting Person: SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L. P. (10% Owner)
Reporting Person: SV Life Sciences Fund IV (GP), L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-30	Common Stock	C	2347147	—	Acquired	2347147	Indirect
2014-07-30	Common Stock	C	2347147	—	Acquired	2347147	Indirect
2014-07-30	Common Stock	C	2282349	—	Acquired	2282349	Direct
2014-07-30	Common Stock	C	64798	—	Acquired	64798	Direct
2014-07-30	Common Stock	P	238460	$13.00	Acquired	2585607	Indirect
2014-07-30	Common Stock	P	238460	$13.00	Acquired	2585607	Indirect
2014-07-30	Common Stock	P	231877	$13.00	Acquired	2514226	Direct
2014-07-30	Common Stock	P	6583	$13.00	Acquired	71381	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-30	Series B Preferred Stock	$	C	479909	Disposed		Common Stock (479909)	Direct
2014-07-30	Series C Preferred Stock	$	C	661929	Disposed		Common Stock (661929)	Direct
2014-07-30	Series D Preferred Stock	$	C	1140510	Disposed		Common Stock (1140510)	Direct
2014-07-30	Series B Preferred Stock	$	C	13625	Disposed		Common Stock (13625)	Direct
2014-07-30	Series C Preferred Stock	$	C	18793	Disposed		Common Stock (18793)	Direct
2014-07-30	Series D Preferred Stock	$	C	32379	Disposed		Common Stock (32379)	Direct
2014-07-30	Series B Preferred Stock	$	C	493534	Disposed		Common Stock (493534)	Indirect
2014-07-30	Series C Preferred Stock	$	C	680722	Disposed		Common Stock (680722)	Indirect
2014-07-30	Series D Preferred Stock	$	C	1172889	Disposed		Common Stock (1172889)	Indirect
2014-07-30	Series B Preferred Stock	$	C	493534	Disposed		Common Stock (493534)	Indirect
2014-07-30	Series C Preferred Stock	$	C	680722	Disposed		Common Stock (680722)	Indirect
2014-07-30	Series D Preferred Stock	$	C	1172889	Disposed		Common Stock (1172889)	Indirect

Footnotes

F1: 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.

F2: 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.

F3: These shares are held directly by SVLS IV LP.

F4: These shares are held directly by Strategic Partners.

F5: SVLS IV LP and Strategic Partners (each a "Fund", or collectively the "Funds") may be deemed to beneficially own the shares held by each other Fund because of certain contractual relationships among the Funds and their affiliates. The Funds disclaim beneficial ownership of shares held by any other Fund except to the extent of any pecuniary interest therein.

F6: On July 30, 2014, 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 479,909 shares of Common Stock.

F7: On July 30, 2014, 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 661,929 shares of Common Stock.

F8: On July 30, 2014, 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 D Preferred Stock held by SVLS IV LP converted into 1,140,510 shares of Common Stock.

F9: On July 30, 2014, 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 13,625 shares of Common Stock.

F10: On July 30, 2014, 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 18,793 shares of Common Stock.

F11: On July 30, 2014, 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 D Preferred Stock held by Strategic Partners converted into 32,379 shares of Common Stock.

F12: SVLS IV LP acquired 231,877 shares of Common Stock in connection with the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended.

F13: Strategic Partners acquired 6,583 shares of Common Stock in connection with the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended.

F14: The Series B Preferred Stock was convertible by the holder at any time and had no expiration date.

F15: The Series C Preferred Stock was convertible by the holder at any time and had no expiration date.

F16: The Series D Preferred Stock was convertible by the holder at any time and had no expiration date.

F17: Common Stock share equivalent numbers on this line are rounded down to the nearest whole share number. Pursuant to the issuer's certificate of incorporation, 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.