Sec Form 4 Filing - MedImmune Ventures, Inc. @ INOTEK PHARMACEUTICALS CORP - 2015-02-23

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 MedImmune Ventures, Inc. 2. Issuer Name and Ticker or Trading Symbol INOTEK PHARMACEUTICALS CORP [ ITEK] 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 MEDIMMUNE WAY 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2015 (Street) GAITHERSBURG, MD20878 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 02/23/2015 C 1,255,123 A 1,444,035 I See Footnotes ( 1 ) ( 2 ) Common Stock 02/23/2015 C 57,204 A 1,501,239 I See Footnotes ( 2 ) ( 3 ) Common Stock 02/23/2015 P 416,667 A $ 6 1,917,906 I See Footnotes ( 2 ) ( 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 AA Convertible Preferred Stock ( 1 ) 02/23/2015 C 4,013,692 ( 1 ) ( 1 ) Common Stock 1,255,123 ( 1 ) 0 I See Footnote ( 2 ) Convertible Promissory Notes ( 3 ) 02/23/2015 C 338,551.12 ( 3 ) ( 3 ) Common Stock 57,204 ( 3 ) 0 I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MedImmune Ventures, Inc. ONE MEDIMMUNE WAY GAITHERSBURG, MD20878 X Signatures /s/ Michael C. Wong, Attorney-in-Fact 02/25/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of the following shares of Common Stock issued upon conversion of shares of Series AA Convertible Preferred Stock ("Series AA") and accrued and unpaid dividends thereon, on a 4.05783-for-1 basis, upon the closing of the Issuer's initial public offering: 1,255,123 shares held directly by MedImmune Ventures, Inc. The shares of Series AA had no expiration date. ( 2 )The outstanding principal amount and all accrued and unpaid interest under the Convertible Promissory Notes will be automatically converted upon the closing of the Issuer's initial public offering into shares of Common Stock at the initial public offering price of $6.00 per share. The Convertible Promissory Notes have no expiration date. The number of shares of Common Stock as shown in column 3 is based on a conversion of $338,551.12 of principal amount of Convertible Promissory Notes, plus accrued and unpaid interest through the assumed closing date of February 23, 2015. ( 3 )The outstanding principal amount and all accrued and unpaid interest under the Convertible Promissory Notes were automatically converted upon the closing of the Issuer's initial public offering into shares of Common Stock at the initial public offering price of $6.00 per share. The Convertible Promissory Notes had no expiration date. The number of shares of Common Stock as shown in column 4 of Table I consists of 57,204 shares held directly by MedImmune Ventures, Inc. ( 4 )Consists of the following shares purchased at the Issuer's initial public offering: 416,667 shares held directly by MedImmune Ventures, Inc.

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