Sec Form 4 Filing - Thorp Clay @ Clearside Biomedical, Inc. - 2016-06-07

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
Thorp Clay
2. Issuer Name and Ticker or Trading Symbol
Clearside Biomedical, Inc. [ CLSD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CLEARSIDE BIOMEDICAL, INC., 1220 OLD ALPHARETTA ROAD, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
06/07/2016
(Street)
ALPHARETTA, GA30005
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 06/07/2016 C 3,321,785 ( 1 ) A 3,433,833 I See Footnotes ( 3 ) ( 4 )
Common Stock 06/07/2016 X 43,410 A $ 0.022 3,477,243 I See Footnotes ( 3 ) ( 4 )
Common Stock 06/07/2016 S( 5 ) 138 D $ 7 3,477,105 I See Footnotes ( 3 ) ( 4 )
Common Stock 06/07/2016 P 785,714 A $ 7 4,262,819 I See Footnotes ( 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
Series A Preferred Stock ( 2 ) 06/07/2016 C 4,071,815 ( 2 ) ( 2 ) Common Stock 1,850,823 ( 2 ) $ 0 0 I See Footnotes ( 3 ) ( 4 )
Series A-1 Preferred Stock ( 2 ) 06/07/2016 C 1,654,531 ( 2 ) ( 2 ) Common Stock 752,058 ( 2 ) $ 0 0 I See Footnotes ( 3 ) ( 4 )
Series B Preferred Stock ( 2 ) 06/07/2016 C 865,881 ( 2 ) ( 2 ) Common Stock 393,581 ( 2 ) $ 0 0 I See Footnotes ( 3 ) ( 4 )
Series C Preferred Stock ( 2 ) 06/07/2016 C 675,795 ( 2 ) ( 2 ) Common Stock 325,323 ( 2 ) $ 0 0 I See Footnotes ( 3 ) ( 4 )
Warrant to Purchase Common Stock (right to buy) $ 0.022 06/07/2016 X 19,900 04/28/2014 ( 6 ) Common Stock 19,900 $ 0 0 I By Hatteras Venture Partners III, LP ( 3 ) ( 4 ) ( 7 )
Warrant to Purchase Common Stock (right to buy) $ 0.022 06/07/2016 X 1,805 04/28/2014 ( 6 ) Common Stock 1,805 $ 0 0 I By Hatteras Venture Affiliates III, LP ( 3 ) ( 4 ) ( 8 )
Warrant to Purchase Common Stock (right to buy) $ 0.022 06/07/2016 X 21,705 04/28/2014 ( 6 ) Common Stock 21,705 $ 0 0 I By Hatteras Venture Partners IV SBIC, LP ( 3 ) ( 4 ) ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thorp Clay
C/O CLEARSIDE BIOMEDICAL, INC.
1220 OLD ALPHARETTA ROAD, SUITE 300
ALPHARETTA, GA30005
X X
Signatures
/s/ Brian F. Leaf, Attorney-in-Fact for Clay Thorp 06/07/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The total represents shares received upon conversion of shares of Series A Preferred Stock, Series A-1 Preferred Stock, Series B PreferredStock and Series C Preferred Stock.
( 2 )Effective immediately prior to the closing of the Issuer's initial public offering of its common stock, each share of Series A Preferred Stock,Series A-1 Preferred Stock and Series B Preferred Stock automatically converted into 0.454545 shares of the Issuer's common stock, and eachshare of Series C Preferred Stock automatically converted into 0.4814 shares of the Issuer's common stock. The Preferred Stock had noexpiration date.
( 3 )The reporting person is one of the general partners of: (i) Hatteras Venture Advisors III, LLC, the general partner of Hatteras Venture Partners III, LP ("HVP III") and Hatteras Venture Affiliates III, LP ("HVA III"); (ii) Hatteras Venture Advisors IV SBIC, LLC, the general partner of Hatteras Venture Partners IV SBIC, LP ("HVP IV SBIC"); and (iii) Hatteras Ven ture Advisors IV, LLC, the general partner of Hatteras Venture Partners IV, LP ("HVP IV") and Hatteras NC Fund, LP ("Hatteras NC"). HVP III, HVA III, HVP IV SBIC, HVP IV and Hatteras NC are the record holders of the securities, and the reporting person may be deemed to share voting and dispositive power over the securities held by HVP III, HVA III, HVP IV SBIC, HVP IV and Hatteras NC.
( 4 )The reporting person disclaims beneficial ownership of these securities and this report is not an admission that the reporting person is a beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
( 5 )On June 7, 2016, HVP III, HVA III and HVP IV SBIC exercised warrants to purchase an aggregate of 43,410 shares of Issuer's common stock for $0.022 per share.HVP III, HVA III and HVP IV SBIC paid the exercise price on a cashless basis, resulting in the Issuer's withholding of an aggregate of 138 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 43,272 shares.
( 6 )This warrant would have expired upon the closing of the Issuer's initial public offering.
( 7 )This warrant was held directly by HVP III.
( 8 )This warrant was held directly by HVA III.
( 9 )This warrant was held directly by HVP IV SBIC.

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