OCULAR THERAPEUTIX, INC — Director's Dealing 2014

Jul 25, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OCULAR THERAPEUTIX, INC (OCUL)
CIK: 0001393434
Period of Report: 2014-07-24

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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (479909)		Direct
Series C Preferred Stock	$		Common Stock (661929)		Direct
Series D Preferred Stock	$		Common Stock (1140510)		Direct
Series B Preferred Stock	$		Common Stock (13625)		Direct
Series C Preferred Stock	$		Common Stock (18793)		Direct
Series D Preferred Stock	$		Common Stock (32379)		Direct
Series B Preferred Stock	$		Common Stock (493534)		Indirect
Series C Preferred Stock	$		Common Stock (680722)		Indirect
Series D Preferred Stock	$		Common Stock (1172889)		Indirect
Series B Preferred Stock	$		Common Stock (493534)		Indirect
Series C Preferred Stock	$		Common Stock (680722)		Indirect
Series D Preferred Stock	$		Common Stock (1172889)		Indirect

Footnotes

F1: SV Life Sciences Fund IV, L.P. ("SVLS IV LP") directly holds shares of Series B Preferred Stock, currently convertible into approximately 479,909 shares of Common Stock, which will automatically be converted into shares of Common Stock immediately upon 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.

F2: SVLS IV LP directly holds shares of Series C Preferred Stock, currently convertible into 661,929 shares of Common Stock, which will automatically be converted into shares of Common Stock immediately upon 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.

F3: SVLS IV LP directly holds shares of Series D Preferred Stock, currently convertible into 1,140,510 shares of Common Stock, which will automatically be converted into shares of Common Stock immediately upon 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.

F4: SV Life Sciences Fund IV Strategic Partners, L.P. ("Strategic Partners") directly holds shares of Series B Preferred Stock, currently convertible into approximately 13,625 shares of Common Stock, which will automatically be converted into shares of Common Stock immediately upon 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.

F5: Strategic Partners directly holds shares of Series C Preferred Stock, currently convertible into approximately 18,793 shares of Common Stock, which will automatically be converted into shares of Common Stock immediately upon 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.

F6: Strategic Partners directly holds shares of Series D Preferred Stock, currently convertible into approximately 32,379 shares of Common Stock, which will automatically be converted into shares of Common Stock immediately upon 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.

F7: These shares are owned directly by SVLS IV LP and 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 beneficially own 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.

F8: 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 beneficially own 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.

F9: 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.