Sec Form 4 Filing - McGuire Jonathan Will @ SECOND SIGHT MEDICAL PRODUCTS INC - 2017-03-14

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 McGuire Jonathan Will 2. Issuer Name and Ticker or Trading Symbol SECOND SIGHT MEDICAL PRODUCTS INC [ EYES] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 12744 SAN FERNANDO ROAD, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2017 (Street) SYLMAR, CA91342 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 03/14/2017 03/14/2017 A 6,794 A $ 1.47 59,798 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 Warrant to Purchase Common Stock $ 1.47 03/14/2017 A 6,794 ( 1 ) 03/14/2017 03/14/2022 Common Stock 6,794 ( 1 ) 6,794 D Non-Qualified Stock Option (right to buy) $ 1.97 01/03/2018( 2 ) 01/03/2027 Common Stock 571,330 571,330 D Non-Qualified Stock Option (right to buy) $ 4.1 01/21/2017( 2 ) 01/21/2026 Common Stock 21,290 21,290 D Non-Qualified Stock Option (right to buy) $ 12.43 08/17/2016( 2 ) 08/17/2025 Common Stock 420,000 420,000 D Restricted Stock Unit (RSU) ( 3 ) 08/17/2016( 2 ) 08/17/2019 Common Stock 190,000 118,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McGuire Jonathan Will 12744 SAN FERNANDO ROAD SUITE 400 SYLMAR, CA91342 Chief Executive Officer Signatures /s/ Jonathan Will McGuire 03/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common stock and warrants reported on this Form 4 pursuant to an exercise of subscription rights previously distributed by the Company to all holders of the Company's common stock. Each stockholder received a right to invest $0.47 for every share held of record on February 10, 2017, the record date, to purchase units consisting of one share of common stock and one warrant to purchase one share of common stock. The final allocation numbers of units were distributed on March 14, 2017. ( 2 )Options and RSUs vest over a 4 year term, with 25% vesting on the date exercisable as set forth in this Form 4 and thereafter vesting in 12 equal quarterly installments of 6.25%. ( 3 )Each restricted stock unit represents a contingent right to receive one share of common stock of the Company.

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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