Sec Form 4 Filing - Flynn James E @ ALIMERA SCIENCES INC - 2015-10-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Flynn James E
2. Issuer Name and Ticker or Trading Symbol
ALIMERA SCIENCES INC [ ALIM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Possible Member of 10% Group
(Last) (First) (Middle)
780 THIRD AVENUE, 37TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
10/27/2015
(Street)
NEW YORK, NY10017
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 10/27/2015 P 16,506 A $ 3 ( 1 ) 4,444,597 I Through Deerfield Special Situations Fund, L.P. ( 3 ) ( 4 )
Common Stock 10/27/2015 P 16,506 A $ 3 ( 1 ) 412,906 I Through Deerfield Private Design Fund III, L.P. ( 3 ) ( 4 )
Common Stock 10/28/2015 P 13,165 A $ 2.99 ( 2 ) 4,457,762 I Through Deerfield Special Situations Fund, L.P. ( 3 ) ( 4 )
Common Stock 10/28/2015 P 13,165 A $ 2.99 ( 2 ) 426,071 I Through Deerfield Private Design Fund III, L.P. ( 3 ) ( 4 )
Common Stock 181,222 I Through Deerfield Private Design Fund II, L.P. ( 3 ) ( 4 )
Common Stock 207,667 I Through Deerfield Private Design International II, L.P. ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flynn James E
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
Deerfield Mgmt L.P.
780 THIRD AVENUE
37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
DEERFIELD MANAGEMENT CO
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
Deerfield Special Situations Fund, L.P.
780 3RD AVENUE
37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
Deerfield Private Design Fund II, L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
Deerfield Mgmt III, L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
Deerfield Private Design Fund III, L.P.
780 THIRD AVENUE, 37TH FLOOR
NEW YORK, NY10017
X Possible Member of 10% Group
Deerfield Private Design International II, L.P.
BISON COURT, P.O. BOX 3460
ROAD TOWN, TORTOLA, D800000
X Possible Member of 10% Group
Signatures
/s/ Jonathan Isler 10/29/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.995 to $3.04, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1) and (2) of this Form 4.
( 2 )The price reported in Column 4 is a weighted average price. The shares were purchased in multiple transactions at prices ranging from $2.98 to $3.10, inclusive.
( 3 )This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt L.P. is the general partner of Deerfield Special Situations Fund, L.P., Deerfield Private Design Fund II, L.P. and Deerfield Private Design International II, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
( 4 )In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

Remarks:
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn

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