Sec Form 4 Filing - Bender John F @ LPATH, INC - 2008-09-24

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 Bender John F 2. Issuer Name and Ticker or Trading Symbol LPATH, INC [ LPTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP-Research & Develop. (Last) (First) (Middle) C/O LPATH, INC., 6335 FERRIS SQUARE, SUITE A 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2008 (Street) SAN DIEGO, CA92121 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

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 Restricted Stock Units ( 1 ) $ 0 09/24/2008 A( 2 ) 240,000 ( 3 ) ( 3 ) Class A Common Stock 240,000 $ 0 240,000 D Restricted Stock Units ( 1 ) $ 0 09/24/2008 A( 4 ) V 240,000 ( 4 ) ( 4 ) Class A Common Stock 240,000 $ 0 240,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bender John F C/O LPATH, INC., 6335 FERRIS SQUARE SUITE A SAN DIEGO, CA92121 Senior VP-Research & Develop. Signatures John Bender 09/26/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of Lpath, Inc. Class A Common Stock. ( 2 )The Restricted Stock Units were granted to the reporting person pursuant to the Lpath, Inc. Amended and Restated 2005 Equity Incentive Plan in connection with the commencement of employment of the reporting person by the issuer, and are subject to a vesting schedule described in footnote (3) below. ( 3 )Twenty-five percent of the Restricted Stock Units reported on Line 1 under Table II on this Form 4 shall vest on the first anniversary of the date of the grant, and the remaining seventy-five percent of the grant shall vest in 12 equal quarterly installments thereafter. Vested shares will be delivered to the reporting person on the fifth anniversary of the date of grant or upon an earlier termination of the reporting person's service to Lpath, disability, death, or sale of Lpath. ( 4 )The Restricted Stock Units were granted to the reporting person pursuant to the Lpath, Inc. Amended and Restated 2005 Equity Incentive Plan in connection with the commencement of employment of the reporting person by the issuer, and shall vest at varying percentages upon the achievement of certain milestones related to clinical trials or business objectives of the issuer. Vested shares will be delivered to the reporting person on the fifth anniversary of the date of grant or upon an earlier termination of the reporting person's service to Lpath, disability, death, or sale of Lpath.

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).

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