Sec Form 4 Filing - SOFINNOVA VENTURE PARTNERS VII L P @ AERIE PHARMACEUTICALS INC - 2014-07-09

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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
SOFINNOVA VENTURE PARTNERS VII L P
2. Issuer Name and Ticker or Trading Symbol
AERIE PHARMACEUTICALS INC [ AERI]
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)
C/O SOFINNOVA VENTURES, 3000 SAND HILL ROAD, 4-250
3. Date of Earliest Transaction (MM/DD/YY)
07/09/2014
(Street)
MENLO PARK, CA94025
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 07/09/2014 S 1,000,000 D $ 24.0013 1,566,657 D ( 1 )
Common Stock 07/10/2014 S 8,022 D $ 25.8078 0 D ( 2 )
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
SOFINNOVA VENTURE PARTNERS VII L P
C/O SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
Sofinnova Management VII, L.L.C.
C/O SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
HEALY JAMES
C/O SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
Buatois Eric
C/O SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
POWELL MICHAEL
C/O SOFINNOVA VENTURES
3000 SAND HILL ROAD, 4-250
MENLO PARK, CA94025
X
Signatures
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VII, L.P. 07/11/2014
Signature of Reporting Person Date
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VII, L.L.C. 07/11/2014
Signature of Reporting Person Date
/s/ Nathalie Auber, Attorney-in-Fact for James Healy 07/11/2014
Signature of Reporting Person Date
/s/ Nathalie Auber, Attorney-in-Fact for Eric Buatois 07/11/2014
Signature of Reporting Person Date
/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell 07/11/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are owned directly by Sofinnova Venture Partners VII, L.P. ("SV VII"). Sofinnova Management VII, L.L.C. ("SV VII LLC"), the general partner of SV VII, James Healy, Michael Powell, and Eric Buatois, the managing members of SV VII LLC, and Anand Mehra, a director of the Issuer, may be deemed to have shared voting and dispositive power over the shares owned by SV VII. Such persons and entities disclaim beneficial ownership over the shares owned by SV VII except to the extent of any pecuniary interest therein.
( 2 )The securities are owned directly by SV VII LLC, and James Healy, Michael Powell, and Eric Buatois, the managing members of SV VII LLC, and Anand Mehra, a director of the Issuer, may be deemed to have shared voting and dispositive power over the shares owned by SV VII LLC. Such persons and entities disclaim beneficial ownership over the shares owned by SV VII LLC except to the extent of any pecuniary interest therein.

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