Sec Form 4 Filing - SVLSF IV, LLC @ Ophthotech Corp. - 2014-05-27

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
SVLSF IV, LLC
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)
(Last) (First) (Middle)
ONE BOSTON PLACE, 201 WASHINGTON STREET, SUITE 3900
3. Date of Earliest Transaction (MM/DD/YY)
05/27/2014
(Street)
BOSTON, MA02108
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)
Common Stock ( 3 )
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 ( 1 ) 05/27/2014 S 97,737 D $ 39.87 ( 6 ) 4,871,571 I See Footnote ( 1 ) ( 5 )
Common Stock ( 2 ) 05/27/2014 S 97,737 D $ 39.87 ( 6 ) 4,871,571 I See Footnote ( 2 ) ( 5 )
Common Stock ( 3 ) 05/27/2014 S 95,039 D $ 39.87 ( 6 ) 4,737,082 D
Common Stock ( 4 ) 05/27/2014 S 2,698 D $ 39.87 ( 6 ) 134,489 D
Common Stock ( 1 ) 05/28/2014 S 228,972 D $ 40.33 ( 7 ) 4,642,599 I See Footnote ( 1 ) ( 5 )
Common Stock ( 2 ) 05/28/2014 S 228,972 D $ 40.33 ( 7 ) 4,642,599 I See Footnote ( 2 ) ( 5 )
05/28/2014 S 222,651 D $ 40.33 ( 7 ) 4,514,431 D
Common Stock ( 4 ) 05/28/2014 S 6,321 D $ 40.33 ( 7 ) 128,168 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 (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
SVLSF IV, LLC
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900
BOSTON, MA02108
X
SV Life Sciences Fund IV (GP), L.P.
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900
BOSTON, MA02108
X
SV LIFE SCIENCES FUND IV, L.P.
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900
BOSTON, MA02108
X
SV LIFE SCIENCES FUND IV STRATEGIC PARTNERS, L. P.
ONE BOSTON PLACE
201 WASHINGTON STREET, SUITE 3900
BOSTON, MA02108
X
Signatures
/s/ Thomas B. Rosedale (pursuant to power of attorney) 05/29/2014
Signature of Reporting Person Date
/s/ Thomas B. Rosedale (pursuant to power of attorney) 05/29/2014
Signature of Reporting Person Date
/s/ Thomas B. Rosedale (pursuant to power of attorney) 05/29/2014
Signature of Reporting Person Date
/s/ Thomas B. Rosedale (pursuant to power of attorney) 05/29/2014
Signature of Reporting Person Date
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 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.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.27 to $40.15, inclusive. The reporting person undertakes to provide to the Registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.41 to $40.58, inclusive. The reporting person undertakes to provide to the Registrant, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.