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: Sawhney Amarpreet (Director, President and CEO, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	463885	Direct
Common Stock	379419	Indirect
Common Stock	71969	Indirect
Common Stock	189393	Indirect
Common Stock	632462	Indirect
Common Stock	378787	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (121528)		Indirect
Series C Preferred Stock	$		Common Stock (23357)		Direct
Series C Preferred Stock	$		Common Stock (92387)		Indirect
Series C Preferred Stock	$		Common Stock (16075)		Indirect
Stock Option (right to buy)	$1.35	2016-08-11	Common Stock (109848)		Direct
Stock Option (right to buy)	$2.73	2018-01-30	Common Stock (106382)		Direct
Stock Option (right to buy)	$2.49	2013-01-30	Common Stock (83011)		Direct
Stock Option (right to buy)	$9.68	2019-03-30	Common Stock (13882)		Direct
Stock Option (right to buy)	$8.80	2024-03-30	Common Stock (61875)		Direct
Stock Option (right to buy)	$8.80	2024-04-13	Common Stock (47348)		Direct

Footnotes

F1: The securities are directly held by the SAFIGS Trust. The Reporting Person's immediate family members are beneficiaries of the SAFIGS Trust. The Reporting Person expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein.

F2: The securities are directly held by the Sawhney Family Dynasty Trust. The Reporting Person's immediate family members are beneficiaries of the Sawhney Family Dynasty Trust. The Reporting Person expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein.

F3: The securities are directly held by the Amarpreet S. Sawhney 2014 GRAT. The Reporting Person and his immediate family members are beneficiaries of the Amar S. Sawhney 2014 GRAT. The Reporting Person expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein.

F4: The securities are directly held by Incept, LLC. The Reporting Person is a general partner of Incept, LLC. The Reporting Person expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein.

F5: The securities are directly held by the Sangam Trust. The Reporting Person and his immediate family members are beneficiaries of the Sangam Trust. The Reporting Person expressly disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein.

F6: The Series A Preferred Stock is convertible into Common Stock on a 2.64-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

F7: The Series C Preferred Stock is convertible into Common Stock on a 2.64-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.

F8: This option was granted on August 12, 2011 and vests over four years, with 25% of the shares underlying the option vesting on August 12, 2012, and 2.0833% vesting monthly thereafter.

F9: This option was granted on January 31, 2013 and vests over four years, with (i) approximately 25.2% of the shares underlying the option vesting on February 1, 2014, (ii) approximately 3.7% vesting monthly from January 1, 2015 to July 1, 2015, (iii) approximately 3.5% vesting on August 1, 2015, (iv) approximately 3.7% vesting monthly from January 1, 2016 to October 1, 2016, (v) approximately 0.8% vesting on November 1, 2016, and (vi) approximately 3.7% vesting monthly from January 1, 2017 to February 1, 2018.

F10: This option was granted on January 31, 2013 and vests over four years, with (i) approximately 24.7% of the shares underlying the option vesting on February 1, 2014, (ii) approximately 4.8% vesting monthly from March 1, 2014 to December 1, 2014, (iii) approximately 0.3% vesting on August 1, 2015, (iv) approximately 4.8% vesting monthly from September 1, 2015 to December 1, 2015, (v) approximately 3.7% vesting on November 1, 2016, and (vi) approximately 4.8% vesting on December 1, 2016.

F11: This option was granted on March 31, 2014 and vests over four years, with (i) approximately 11.4% of the shares underlying the option vesting on January 31, 2017, (ii) approximately 11.4% vesting monthly from February 28, 2017 to May 31, 2017, (iii) approximately 9.0% vesting on June 30, 2017, and (iv) approximately 11.4% vesting monthly from January 31, 2018 to March 31, 2018.

F12: This option was granted on March 31, 2014 and vests over four years, with (i) approximately 30.6% of the shares underlying the option vesting on March 31, 2015, (ii) approximately 2.6% vesting monthly from April 30, 2015 to December 31, 2016, (iii) approximately 0.5% vesting on June 30, 2017, and (iv) approximately 2.6% vesting monthly from July 31, 2017 to December 31, 2017.

F13: This option was granted on April 14, 2014 and vests over four years, with 25% of the shares underlying the option vesting on March 31, 2015, and 2.0833% vesting monthly thereafter.