Sec Form 4 Filing - Baumgartner Rudolf A @ INOTEK PHARMACEUTICALS CORP - 2017-01-23

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 Baumgartner Rudolf A 2. Issuer Name and Ticker or Trading Symbol INOTEK PHARMACEUTICALS CORP [ ITEK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O INOTEK PHARMACEUTICALS CORPORATION, 91 HARTWELL AVENUE, 2ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/23/2017 (Street) LEXINGTON, MA02421 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 ) 01/23/2017 A 120,000 ( 2 ) ( 2 ) Common Stock 120,000 $ 0 120,000 D Restricted Stock Units ( 1 ) 01/23/2017 A 175,000 ( 3 ) ( 3 ) Common Stock 175,000 $ 0 175,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Baumgartner Rudolf A C/O INOTEK PHARMACEUTICALS CORPORATION 91 HARTWELL AVENUE, 2ND FLOOR LEXINGTON, MA02421 See Remarks Signatures /s/ Dale Ritter, Attorney-in-Fact for Rudolph Baumgartner 01/24/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of ITEK common stock. ( 2 )The restricted stock units were issued pursuant to Inotek Pharmaceuticals Corporation's 2014 Stock Option and Incentive Plan (the "Plan") on December 13, 2016 and were amended on January 23, 2017 to modify their vesting schedule. The restricted stock units were modified so that instead of vesting based on the achievement of certain milestones, they will vest in equal annual installments over four years from the December 13, 2016 date of grant, subject to continued service through such dates. The amount in this column does not reflect the decrease in fair value as a result of the modification to the restricted stock units in 2017. ( 3 )The restricted stock units were issued pursuant to the Plan. The restricted stock units shall vest in equal annual installments over 4 years from the date of grant, subject to continued service through such dates.

Remarks: Executive Vice President, Chief Medical Officer

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).

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