Sec Form 4 Filing - EW Healthcare Partners, L.P. @ EyePoint Pharmaceuticals, Inc. - 2018-03-28

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 EW Healthcare Partners, L.P. 2. Issuer Name and Ticker or Trading Symbol EyePoint Pharmaceuticals, Inc. [ PSDV] 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) 21 WATERWAY AVENUE, SUITE 225 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2018 (Street) THE WOODLANDS, TX77380 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, $0.001 par value 03/28/2018 P 8,273,461 A $ 1.1 8,606,324 ( 1 ) D ( 1 ) Common Stock, $0.001 par value 03/28/2018 P 332,863 A $ 1.1 8,606,324 ( 1 ) I ( 1 ) EW Healthcare Partners-A L.P.

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EW Healthcare Partners, L.P. 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX77380 X EW Healthcare Partners-A, L.P. 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX77380 X Essex Woodlands Fund IX-GP, L.P. 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX77380 X Essex Woodlands IX, LLC 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX77380 X Signatures EW Healthcare Partners L.P.; By Essex Woodlands Fund IX-GP, L.P. its General Partner; By Essex Woodlands IX, LLC, its General Partner; By Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 03/29/2018 Signature of Reporting Person Date EW Healthcare Partners-A L.P.; By Essex Woodlands Fund IX-GP, L.P. its General Partner; By Essex Woodlands IX, LLC, its General Partner; By Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 03/29/2018 Signature of Reporting Person Date Essex Woodlands IX-GP, L.P.; By Essex Woodlands IX, LLC; By Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 03/29/2018 Signature of Reporting Person Date Essex Woodlands IX, LLC, By Ronald W. Eastman, Manager, By Richard Kolodziejcyk, Attorney-in-Fact, /s/ Richard Kolodziejcyk 03/29/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 8,273,461 shares held by EW Healthcare Partners L.P. ("EWHP") and 332,863 shares held by EW Healthcare Partners-A L.P. ("EWHP-A"). Essex Woodlands Fund IX-GP, L.P. ("Fund IX-GP") is the general partner of EWHP and EWHP-A, respectively. Essex Woodlands IX, LLC (the "General Partner") is the general partner of Fund IX-GP. The General Partner holds sole voting and dispositive power over the shares held by EWHP and EWHP-A. The managers of the General Partner are Martin P. Sutter, R. Scott Barry, Ronald Eastman (also a member of the Issuer's board of directors), Petri Vainio and Steve Wiggins (collectively, the "Managers"), and may exercise voting and investment control over the shares only by the majority action of the Managers.

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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